a106-purchaseagreement






  Execution Version (Updated)  COMMON STOCK PURCHASE AGREEMENT  This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of  February 14, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a  Delaware limited liability company (the “Investor”), and Wejo Group Limited, an exempted  company limited by shares incorporated under the laws of Bermuda (the “Company”).   RECITALS  WHEREAS, the parties desire that, upon the terms and subject to the conditions and  limitations set forth herein, the Company may issue and sell to the Investor, from time to time as  provided herein, and the Investor shall purchase from the Company, up to the lesser of (i)  $100,000,000 in aggregate gross purchase price of newly issued common stock, par value $0.001  per share, in the capital of the Company (the “Common Stock”), and (ii) the Exchange Cap (to  the extent applicable under Section 3.3);   WHEREAS, such sales of Common Stock by the Company to the Investor will be made  in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or  Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act  (“Regulation D”), and upon such other exemption from the registration requirements of the  Securities Act as may be available with respect to any or all of the issuances and sales of  Common Stock by the Company to the Investor to be made hereunder;   WHEREAS, the parties hereto are concurrently entering into a Registration Rights  Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”),  pursuant to which the Company shall register the resale of the Registrable Securities (as defined  in the Registration Rights Agreement), upon the terms and subject to the conditions set forth  therein; and   WHEREAS, in consideration for the Investor’s execution and delivery of this  Agreement, the Company is concurrently causing its transfer agent to issue to the Investor the  Commitment Shares, pursuant to and in accordance with Section 10.1(ii);  NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as  follows:  ARTICLE I   DEFINITIONS  Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in  Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.   ARTICLE II  PURCHASE AND SALE OF COMMON STOCK  





 






        Section 2.1. Purchase and Sale of Stock. Upon the terms and subject to the conditions  of this Agreement, during the Investment Period, the Company, in its sole discretion, shall have  the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase  from the Company, up to the lesser of (i) $100,000,000 (the “Total Commitment”) in aggregate  gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of  Common Stock and (ii) the Exchange Cap, to the extent applicable under Section 3.3] (such  lesser amount of shares of Common Stock, the “Aggregate Limit”), by the delivery to the  Investor of VWAP Purchase Notices as provided in Article III.   Section 2.2. Closing Date; Settlement Dates. This Agreement shall become effective  and binding (the “Closing”) upon (a) the delivery of counterpart signature pages of this  Agreement and the Registration Rights Agreement executed by each of the parties hereto and  thereto, and (b) the delivery of all other documents, instruments and writings required to be  delivered at the Closing, in each case as provided in Section 7.1, to the offices of King &  Spalding LLP at 1185 6th Avenue, Floor 34, New York, New York 10036, at 7:30 a.m., New  York City time, on the Closing Date. In consideration of and in express reliance upon the  representations, warranties and covenants contained in, and upon the terms and subject to the  conditions of, this Agreement, during the Investment Period, the Company, at its sole option and  discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the  Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase. The  delivery of Shares in respect of each VWAP Purchase, and the payment for such Shares, shall  occur in accordance with Section 3.2, provided that all of the conditions precedent in Article VII  shall have been fulfilled at the applicable times set forth in Article VII.   Section 2.3. Initial Public Announcements and Required Filings. The Company shall,  not later than 5:00 p.m., New York City time, on the next business day following the date of this  Agreement, file with the Commission a Current Report on Form 8-K disclosing the execution of  this Agreement and the Registration Rights Agreement by the Company and the Investor and  describing the material terms thereof, including, without limitation, the issuance of the  Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits  thereto copies of each of this Agreement and the Registration Rights Agreement and if  applicable, any press release issued by the Company disclosing the execution of this Agreement  and the Registration Rights Agreement by the Company (including all exhibits thereto, the  “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable  opportunity to comment on a draft of the Current Report prior to filing the Current Report with  the Commission and shall give due consideration to all such comments. From and after the filing  of the Current Report with the Commission, the Company shall have publicly disclosed all  material, nonpublic information delivered to the Investor (or the Investor’s representatives or  agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors,  employees, agents or representatives (if any) in connection with the transactions contemplated by  the Transaction Documents. The Company shall use its commercially reasonable efforts to  prepare and, as soon as practicable, file with the Commission the Initial Registration Statement  and any New Registration Statement covering only the resale by the Investor of the Registrable  Securities in accordance with the Securities Act and the Registration Rights Agreement. At or  before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following  the Effective Date of the Initial Registration Statement and any New Registration Statement (or  any post-effective amendment thereto), the Company shall use its commercially reasonable  





 






        efforts to file with the Commission in accordance with Rule 424(b) under the Securities Act the  final Prospectus to be used in connection with sales pursuant to such Registration Statement (or  post-effective amendment thereto).  ARTICLE III   PURCHASE TERMS   Subject to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:   Section 3.1. VWAP Purchases. Upon the initial satisfaction of all of the conditions set  forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such  conditions, the “Commencement Date”) and from time to time thereafter, subject to the  satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but  not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP  Purchase Notice, in substantially the form attached hereto as Exhibit D, after 6:00 a.m., New  York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase Date, to  purchase the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP  Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such VWAP  Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”).  The Company may timely deliver a VWAP Purchase Notice to the Investor as often as every  Trading Day, so long as all Shares subject to all prior VWAP Purchases theretofore required to  have been received by the Investor as DWAC Shares under this Agreement have been delivered  to the Investor as DWAC Shares in accordance with this Agreement. The Investor is obligated to  accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with  the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the  Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP  Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount, such  VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP  Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable  VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such  excess Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor  shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount in such  VWAP Purchase. Notwithstanding anything in this paragraph to the contrary, in the case where  the Sale Price falls below the Threshold Price during a Trading Day, the VWAP Purchase  Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate  shares traded on the Principal Market for such portion of the VWAP Purchase Date the Sale  Price is not below the Threshold Price and (ii) a VWAP Purchase Price calculated using the  volume weighted average price of Common Stock sold during such portion of the VWAP  Purchase Date the Sale Price is not below the Threshold Price. Each VWAP Purchase Notice  must be include a VWAP Purchase Share Estimate. Each VWAP Purchase Notice must be  accompanied by instructions to the Company’s Transfer Agent to immediately issue to the  Investor an amount of Common Stock equal to the VWAP Purchase Share Estimate, a good faith  estimate by the Company of the number of Shares constituting the applicable VWAP Purchase  Share Amount that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase  Notice. In no event shall the Investor, pursuant to any VWAP Purchase, purchase a number of  Shares constituting the applicable VWAP Purchase Share Amount that exceeds the VWAP  





 






        Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP  Purchase Notice; however, the Investor will immediately return to the Company any amount of  Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number  of Shares constituting the applicable VWAP Purchase Share Amount the Investor actually  purchases in connection with such VWAP Purchase. In no event shall the Investor, pursuant to  any VWAP Purchase, purchase a number of Shares that exceeds the VWAP Purchase Share  Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice.  At or prior to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP  Purchase, the Investor shall provide to the Company a written confirmation for such VWAP  Purchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP  Purchase Price per Share to be paid by the Investor in such VWAP Purchase, and the total  aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share  Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the  Company shall not deliver any VWAP Purchase Notices to the Investor during the Post-Effective  Amendment Period.   Section 3.2. Settlement. The Shares constituting the applicable VWAP Purchase Share  Amount purchased by the Investor in each VWAP Purchase shall be delivered to the Investor as  DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately  following the applicable VWAP Purchase Date for such VWAP Purchase (the “VWAP Purchase  Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any  additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP  Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the  Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the  Investor shall pay to the Company an amount in cash equal to the product of (a) the total number  of Shares purchased by the Investor in such VWAP Purchase and (b) the applicable VWAP  Purchase Price for such Shares (the “VWAP Purchase Amount”), as full payment for such  Shares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately  available funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately  following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase,  provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased  by the Investor in such VWAP Purchase on such VWAP Purchase Share Delivery Date in  accordance with the first sentence of this Section 3.2, or, if any of such Shares are received by  the Investor after 1:00 p.m., New York City time, then the Company’s receipt of such funds in its  designated account may occur on the Trading Day next following the Trading Day on which the  Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m.,  New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase  Amount when due, the Investor will return the DWAC Shares to the Company. If the Company  or the Transfer Agent shall fail for any reason to deliver to the Investor, as DWAC Shares, any  Shares purchased by the Investor in a VWAP Purchase prior to 10:30 a.m., New York City time,  on the Trading Day immediately following the applicable VWAP Purchase Share Delivery Date  for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open  market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by  the Investor of such Shares that the Investor anticipated receiving from the Company on such  VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company  shall, within one (1) Trading Day after the Investor’s request, either (i) pay cash to the Investor  in an amount equal to the Investor’s total purchase price (including brokerage commissions, if  





 






        any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the  Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly  honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the  Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price  paid by the Investor pursuant to this Agreement for all of the Shares purchased by the Investor in  such VWAP Purchase. The Company shall not issue any fraction of a share of Common Stock to  the Investor in connection with any VWAP Purchase effected pursuant to this Agreement. If the  issuance would result in the issuance of a fraction of a share of Common Stock, the Company  shall round such fraction of a share of Common Stock up or down to the nearest whole share. All  payments to be made by the Investor pursuant to this Agreement shall be made by wire transfer  of immediately available funds to such account as the Company may from time to time designate  by written notice to the Investor in accordance with the provisions of this Agreement.   Section 3.3. Compliance with Rules of Principal Market.  (a) Exchange Cap. The Company shall not issue or sell any shares of Common   Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of  Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the  aggregate number of shares of Common Stock that would be issued pursuant to this Agreement  and the transactions contemplated hereby would exceed 18,780,646 shares of Common Stock  (representing 19.99% of the voting power or number of shares of Common Stock issued and  outstanding immediately prior to the execution of this Agreement), which number of shares shall  be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or  issuable pursuant to any transaction or series of transactions that may be aggregated with the  transactions contemplated by this Agreement under applicable rules of the Principal Market  (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders  have approved the issuance of Common Stock pursuant to this Agreement in excess of the  Exchange Cap in accordance with the applicable rules of the Principal Market. For the avoidance  of doubt, the Company may, but shall be under no obligation to, request its stockholders to  approve the issuance of Common Stock pursuant to this Agreement; provided, that if such  stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of  this Agreement and the transactions contemplated hereby at all times during the term of this  Agreement (except as set forth in Section 3.3(b)).       (b) At Market Transaction. Notwithstanding Section 3.3(a) above, the Exchange  Cap shall not be applicable for any purpose of this Agreement and the transactions contemplated  hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed  the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be  applicable for all purposes of this Agreement and the transactions contemplated hereby at all  other times during the term of this Agreement, unless the stockholder approval referred to in  Section 3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to  determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price  of the Common Stock on the Principal Market (as reflected on Nasdaq.com) on the Trading Day  immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price  of the Common Stock on the Principal Market (as reflected on Nasdaq.com) for the five (5)  consecutive Trading Days ending on the Trading Day immediately prior to the date of this  Agreement (“Minimum Price”).  





 






        (c) General. The Company shall not issue or sell any shares of Common Stock   pursuant to this Agreement if such issuance or sale would reasonably be expected to result in (A)  a violation of the Securities Act or (B) a breach of the rules of the Principal Market. The  provisions of this Section 3.3 shall not be implemented in a manner otherwise than in strict  conformity with the terms of this Section 3.3 unless necessary to ensure compliance with the  Securities Act and the applicable rules of the Principal Market.   Section 3.4. Beneficial Ownership Limitation. Notwithstanding anything to the  contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall  not purchase or acquire, any shares of Common Stock under this Agreement which, when  aggregated with all other shares of Common Stock then beneficially owned by the Investor and  its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3  promulgated thereunder), would result in the beneficial ownership by the Investor and its  affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or shares  of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral request of  the Investor, the Company shall promptly (but not later than the next business day on which the  Transfer Agent is open for business) confirm orally or in writing to the Investor the number of  shares of Common Stock then outstanding. The Investor and the Company shall each cooperate  in good faith in the determinations required under this Section 3.4 and the application of this  Section 3.4. The Investor’s written certification to the Company of the applicability of the  Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be  conclusive with respect to the applicability thereof and such result absent manifest error. The  provisions of this Section 3.4 shall not be construed and implemented in a manner otherwise than  in strict conformity with the terms of this Section 3.4 unless necessary to properly give effect to  the limitations contained in this Section 3.4.  ARTICLE IV   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR   The Investor hereby makes the following representations, warranties and covenants to the  Company:   Section 4.1. Organization and Standing of the Investor. The Investor is a limited  liability company duly formed, validly existing and in good standing under the laws of the State  of Delaware.   Section 4.2. Authorization and Power. The Investor has the requisite corporate power  and authority to enter into and perform its obligations under this Agreement and the Registration  Rights Agreement and to purchase or acquire the Shares in accordance with the terms hereof.  The execution, delivery and performance by the Investor of this Agreement and the Registration  Rights Agreement and the consummation by it of the transactions contemplated hereby and  thereby have been duly authorized by all necessary action, and no further consent or  authorization of the Investor or its sole member is required. Each of this Agreement and the  Registration Rights Agreement has been duly executed and delivered by the Investor and  constitutes a valid and binding obligation of the Investor enforceable against it in accordance  with its terms, except as such enforceability may be limited by applicable bankruptcy,  





 






        insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar  laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by  other equitable principles of general application (including any limitation of equitable remedies).   Section 4.3. No Conflicts. The execution, delivery and performance by the Investor of  this Agreement and the Registration Rights Agreement and the consummation by the Investor of  the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of  such Investor’s certificate of formation, limited liability company agreement or other applicable  organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice  or lapse of time or both, would become a default) under, or give rise to any rights of termination,  amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,  indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is  a party or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule,  or regulation, or any order, judgment or decree of any court or governmental agency applicable  to the Investor or by which any of its properties or assets are bound or affected, except, in the  case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration,  cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise  interfere with, in any material respect, the ability of the Investor to enter into and perform its  obligations under this Agreement and the Registration Rights Agreement. The Investor is not  required under any applicable federal, state or local law, rule or regulation to obtain any consent,  authorization or order of, or make any filing or registration with, any court or governmental  agency in order for it to execute, deliver or perform any of its obligations under this Agreement  and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with  the terms hereof; provided, however, that for purposes of the representation made in this  sentence, the Investor is assuming and relying upon the accuracy of the relevant representations  and warranties and the compliance with the relevant covenants and agreements of the Company  in the Transaction Documents to which it is a party.   Section 4.4. Investment Purpose. The Investor is acquiring the Shares for its own  account, for investment purposes and not with a view towards, or for resale in connection with,  the public sale or distribution thereof, in violation of the Securities Act or any applicable state  securities laws; provided, however, that by making the representations herein, the Investor does  not agree, or make any representation or warranty, to hold any of the Shares for any minimum or  other specific term and reserves the right to dispose of the Shares at any time in accordance with,  or pursuant to, a registration statement filed pursuant to the Registration Rights Agreement or an  applicable exemption under the Securities Act. The Investor does not presently have any  agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the  Shares. The Investor is acquiring the Shares hereunder in the ordinary course of its business.   Section 4.5. Accredited Investor Status. The Investor is an “accredited investor” as that  term is defined in Rule 501(a) of Regulation D.   Section 4.6. Reliance on Exemptions. The Investor understands that the Shares are  being offered and sold to it in reliance on specific exemptions from the registration requirements  of U.S. federal and state securities laws and that the Company is relying in part upon the truth  and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements,  





 






        acknowledgments and understandings of the Investor set forth herein in order to determine the  availability of such exemptions and the eligibility of the Investor to acquire the Shares.   Section 4.7. Information. All materials relating to the business, financial condition,  management and operations of the Company and materials relating to the offer and sale of the  Shares which have been requested by the Investor have been furnished or otherwise made  available to the Investor or its advisors, including, without limitation, the Commission  Documents. The Investor understands that its investment in the Shares involves a high degree of  risk. The Investor is able to bear the economic risk of an investment in the Shares and has such  knowledge and experience in financial and business matters that it is capable of evaluating the  merits and risks of a proposed investment in the Shares. The Investor and its advisors have been  afforded the opportunity to ask questions of and receive answers from representatives of the  Company concerning the financial condition and business of the Company and other matters  relating to an investment in the Shares. Neither such inquiries nor any other due diligence  investigations conducted by the Investor or its advisors, if any, or its representatives shall  modify, amend or affect the Investor’s right to rely on the Company’s representations and  warranties contained in this Agreement or in any other Transaction Document to which the  Company is a party or the Investor’s right to rely on any other document or instrument executed  and/or delivered in connection with this Agreement or the consummation of the transaction  contemplated hereby (including, without limitation the opinions of the Company’s counsel  delivered pursuant to this Agreement and the Registration Rights Agreement). The Investor has  sought such accounting, legal and tax advice as it has considered necessary to make an informed  investment decision with respect to its acquisition of the Shares. The Investor understands that it  (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of  this investment or the transactions contemplated by this Agreement.   Section 4.8. No Governmental Review. The Investor understands that no United States  federal or state agency or any other government or governmental agency has passed on or made  any recommendation or endorsement of the Shares or the fairness or suitability of the investment  in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the  Shares.   Section 4.9. No General Solicitation. The Investor is not purchasing or acquiring the  Shares as a result of any form of general solicitation or general advertising (within the meaning  of Regulation D) in connection with the offer or sale of the Shares.   Section 4.10. Not an Affiliate. The Investor is not an officer, director or an Affiliate of  the Company. During the Investment Period, the Investor will not acquire for its own account  any shares of Common Stock or securities exercisable for or convertible into shares of Common  Stock, other than pursuant to this Agreement; provided, however, that nothing in this Agreement  shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market  transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in  satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the  Company in connection with the settlement of a VWAP Purchase if the Company or its transfer  agent shall have failed for any reason (other than a failure of Investor or its Broker-Dealer (as  defined below) to set up a DWAC and required instructions) to electronically transfer all of the  Shares subject to such VWAP Purchase to the Investor on the applicable VWAP Purchase Share  





 






        Delivery Date by crediting the Investor’s or its designated Broker-Dealer’s account at DTC  through its DWAC delivery system in compliance with Section 3.2 of this Agreement. For the  avoidance of doubt, the foregoing restriction does not apply to any affiliate of the Investor,  provided that any such purchases do not cause the Investor to violate any applicable Exchange  Act requirement, including Regulation M.   Section 4.11. No Prior Short Sales. At no time prior to the date of this Agreement has  the Investor engaged in or effected, in any manner whatsoever, directly or indirectly, for its own  principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of  the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net  short position with respect to the Common Stock that remains in effect as of the date of this  Agreement.   Section 4.12. Statutory Underwriter Status. The Investor acknowledges that it will be  disclosed as an “underwriter” and a “selling shareholder” in each Registration Statement and in  any Prospectus contained therein to the extent required by applicable law and to the extent the  Prospectus is related to the resale of Registrable Securities.   Section 4.13. Resales of Shares. The Investor represents, warrants and covenants that it  will resell such Shares only pursuant to the Registration Statement in which the resale of such  Shares is registered under the Securities Act, in a manner described under the caption “Plan of  Distribution” in such Registration Statement, and in a manner in compliance with all applicable  U.S. federal and state securities laws, rules and regulations.   Section 4.14. Residency. The Investor is a resident of the State of Delaware.   ARTICLE V   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY   The Company hereby makes the following representations, warranties and covenants to the  Investor:   Section 5.1. Organization, Good Standing and Power. The Company and each of its  Subsidiaries are duly organized, validly existing as a corporation or company and in good  standing under the laws of their respective jurisdictions of organization.  The Company and each  of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of  business and in good standing under the laws of each other jurisdiction in which their respective  ownership or lease of property or the conduct of their respective businesses requires such license  or qualification, and have all corporate power and authority necessary to own or hold their  respective properties and to conduct their respective businesses as described in the Commission  Documents, except where the failure to be so qualified or in good standing or have such power or  authority would not, individually or in the aggregate, have a material adverse effect or would  reasonably be expected to have a material adverse effect on or affecting the assets, business,  operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’  equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent  or materially interfere with consummation of the transactions contemplated hereby (a “Material  Adverse Effect”).  





 






        Section 5.2. Subsidiaries. The subsidiaries set forth on Schedule 1 (collectively, the  “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule  1-02 of Regulation S-X promulgated by the Commission).  Except as set forth in the  Commission Documents, the Company owns, directly or indirectly, all of the equity interests of  the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first  refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and  are fully paid, nonassessable and free of preemptive and similar rights.  Each Subsidiary of the  Company has been duly formed or organized, is validly existing under the applicable laws of its  jurisdiction of incorporation or organization and has the organizational power and authority to  own, lease and operate its assets and properties and to conduct its business as it is now being  conducted. Each of the Company’s Subsidiaries is duly licensed or qualified and in good  standing (or equivalent status as applicable) as a foreign corporation (or other entity, if  applicable) in each jurisdiction in which the assets owned or leased by it or the character of its  activities require it to be licensed or qualified or in good standing (or equivalent status as  applicable), except where the failure to be so licensed or qualified, individually or in the  aggregate, has not had and would not be expected to have a Material Adverse Effect.   Section 5.3. Authorization, Enforcement. The Company has the requisite corporate  power and authority to enter into and perform its obligations under each of the Transaction  Documents to which it is a party and to issue the Shares in accordance with the terms hereof and  thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as  may be required in connection with any issuance and sale of Shares to the Investor hereunder  (which approvals shall be obtained prior to the delivery of any VWAP Purchase Notice), the  execution, delivery and performance by the Company of each of the Transaction Documents to  which it is a party and the consummation by it of the transactions contemplated hereby and  thereby have been duly and validly authorized by all necessary corporate action, and no further  consent or authorization of the Company, its Board of Directors or its stockholders is required.  Each of the Transaction Documents to which the Company is a party has been duly executed and  delivered by the Company and constitutes a valid and binding obligation of the Company  enforceable against the Company in accordance with its terms, except as such enforceability may  be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,  conservatorship, receivership or similar laws relating to, or affecting generally the enforcement  of, creditor’s rights and remedies or by other equitable principles of general application  (including any limitation of equitable remedies).   Section 5.4. Capitalization. The authorized capital stock of the Company and the shares  thereof issued and outstanding were as set forth in the Commission Documents as of the dates  reflected therein. All of the outstanding shares of Common Stock have been duly authorized and  validly issued and are fully paid and non-assessable.  Except as set forth in the Commission  Documents, this Agreement and the Registration Rights Agreement, there are no agreements or  arrangements under which the Company is obligated to register the sale of any securities under  the Securities Act. Except as set forth in the Commission Documents, no shares of Common  Stock are entitled to preemptive rights and there are no outstanding debt securities and no  contracts, commitments, understandings, or arrangements by which the Company is or may  become bound to issue additional shares of the capital stock of the Company or options,  warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating  to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the  





 






        Company other than those issued or granted in the ordinary course of business pursuant to the  Company’s equity incentive and/or compensatory plans or arrangements. Except for customary  transfer restrictions contained in agreements entered into by the Company to sell restricted  securities or as set forth in the Commission Documents, the Company is not a party to, and it has  no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital  stock of the Company. Except as set forth in the Commission Documents, there are no securities  or instruments containing anti-dilution or similar provisions that will be triggered by this  Agreement or any of the other Transaction Documents or the consummation of the transactions  described herein or therein. The Company has filed with the Commission true and correct copies  of the Company’s Memorandum of Association as in effect on the Closing Date (the “Charter”),  and the Company’s Amended and Restated Bye-laws as in effect on the Closing Date (the “Bye- laws”).   Section 5.5. Issuance of Shares. The Commitment Shares have been and the Shares to  be issued under this Agreement have been, or with respect to Shares to be purchased by the  Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery to the  Investor hereunder of such VWAP Purchase Notice, duly and validly authorized by all necessary  corporate action on the part of the Company. The Commitment Shares, when issued to the  Investor in accordance with the Agreement, and the Shares, if and when issued and sold against  payment therefor in accordance with this Agreement, shall be validly issued and outstanding,  fully paid and non-assessable and free from all liens, charges, taxes, security interests,  encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with  respect to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of  Common Stock. At or prior to Commencement, the Company shall have duly authorized and  reserved a number of shares of Common Stock equal to the Exchange Cap for issuance and sale  as Shares to the Investor pursuant to VWAP Purchases that may be effected by the Company, in  its sole discretion, from time to time from and after the Commencement Date, pursuant to this  Agreement.  Section 5.6. No Conflicts. The execution, delivery and performance by the Company of  each of the Transaction Documents to which it is a party and the consummation by the Company  of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation  of any provision of the Company’s Charter or Bylaws, (ii) conflict with or constitute a default (or  an event which, with notice or lapse of time or both, would become a default) under, or give rise  to any rights of termination, amendment, acceleration or cancellation of, any material agreement,  mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation  to which the Company or any of its Subsidiaries is a party or is bound, (iii) create or impose a  lien, charge or encumbrance on any property or assets of the Company or any of its Subsidiaries  under any agreement or any commitment to which the Company or any of its Subsidiaries is a  party or by which the Company or any of its Subsidiaries is bound or to which any of their  respective properties or assets is subject, iv ) result in a violation of any federal, state, local or  foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of  its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are  bound or affected (including federal and state securities laws and regulations and the rules and  regulations of the Principal Market or applicable Principal Market), except, in the case of clauses  (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations,  liens, charges, encumbrances and violations as would not, individually or in the aggregate,  





 






        reasonably be expected to result in a Material Adverse Effect or that have been waived. Except  as specifically contemplated by this Agreement or the Registration Rights Agreement and as  required under the Securities Act, any applicable state securities laws and applicable rules of the  Principal Market, the Company is not required under any federal, state or local rule or regulation  to obtain any consent, authorization or order of, or make any filing or registration with, any court  or governmental agency (including, without limitation, the Principal Market) in order for it to  execute, deliver or perform any of its obligations under the Transaction Documents to which it is  a party, or to issue the Shares to the Investor in accordance with the terms hereof and thereof  (other than such consents, authorizations, orders, filings or registrations as have been obtained or  made prior to the Closing Date); provided, however, that, for purposes of the representation  made in this sentence, the Company is assuming and relying upon the accuracy of the  representations and warranties of the Investor in this Agreement and the compliance by it with its  covenants and agreements contained in this Agreement and the Registration Rights Agreement.   Section 5.7. Commission Documents, Financial Statements; Disclosure Controls and  Procedures; Internal Controls Over Financial Reporting; Accountants.   (a) Since October 22, 2021, the Company has timely filed (giving effect to   permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all filings  required to be filed with or furnished to the Commission by the Company under the Securities  Act or the Exchange Act, including those required to be filed with or furnished to the  Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of this  Agreement, no Subsidiary of the Company is required to file or furnish any report, schedule,  registration, form, statement, information or other document with the Commission. As of its  filing date, each Commission Document filed with or furnished to the Commission prior to the  Closing Date complied in all material respects with the requirements of the Securities Act or the  Exchange Act, as applicable, and other federal, state and local laws, rules and regulations  applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the  Closing Date, on the date of such amended or superseded filing). Each Registration Statement,  on the date it is filed with the Commission, on the date it is declared effective by the  Commission and on each VWAP Purchase Date shall comply in all material respects with the  requirements of the Securities Act (including, without limitation, Rule 415 under the Securities  Act) and shall not contain any untrue statement of a material fact or omit to state a material fact  required to be stated therein or necessary in order to make the statements therein not misleading,  except that this representation and warranty shall not apply to statements in or omissions from  such Registration Statement made in reliance upon and in conformity with information relating  to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for  use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this  Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on  its date and on each VWAP Purchase Date shall comply in all material respects with the  requirements of the Securities Act (including, without limitation, Rule 424(b) under the  Securities Act) and shall not contain any untrue statement of a material fact or omit to state a  material fact required to be stated therein or necessary in order to make the statements therein, in  the light of the circumstances under which they were made, not misleading, except that this  representation and warranty shall not apply to statements in or omissions from the Prospectus or  any Prospectus Supplement made in reliance upon and in conformity with information relating to  the Investor furnished to the Company in writing by or on behalf of the Investor expressly for  





 






        use therein. The statistical, demographic and market-related data included in the Registration  Statement and Prospectus are based on or derived from sources that the Company believes to be  reliable and accurate or represent the Company’s good faith estimates that are made on the basis  of data derived from such sources. Each Commission Document (other than the Initial  Registration Statement or any New Registration Statement, or the Prospectus included therein or  any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the  Closing Date and incorporated by reference in the Initial Registration Statement or any New  Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto  required to be filed pursuant to this Agreement or the Registration Rights Agreement (including,  without limitation, the Current Report), when such document is filed with or furnished to the  Commission and, if applicable, when such document becomes effective, as the case may be, shall  comply in all material respects with the requirements of the Securities Act or the Exchange Act,  as applicable, and other federal, state and local laws, rules and regulations applicable to it. The  Company has delivered or made available to the Investor via EDGAR or otherwise true and  complete copies of all comment letters and substantive correspondence received by the Company  from the Commission relating to the Commission Documents filed with or furnished to the  Commission as of the Closing Date, together with all written responses of the Company thereto  in the form such responses were filed via EDGAR. There are no outstanding or unresolved  comments or undertakings in such comment letters received by the Company from the  Commission.  The Commission has not issued any stop order or other order suspending the  effectiveness of any registration statement filed by the Company under the Securities Act or the  Exchange Act.   (b) The consolidated financial statements of the Company included or   incorporated by reference in the Commission Documents, together with the related notes and  schedules, present fairly, in all material respects, the consolidated financial position of the  Company and its then consolidated subsidiaries as of the dates indicated, and the consolidated  results of operations, cash flows and changes in stockholders’ equity of the Company and its then  consolidated subsidiaries for the periods specified and have been prepared in compliance with  the published requirements of the Securities Act and the Exchange Act, as applicable, and in  conformity with generally accepted accounting principles in the United States (“GAAP”) applied  on a consistent basis. The summary consolidated financial data included or incorporated by  reference in the Commission Documents present fairly the information shown therein and have  been compiled on a basis consistent with that of the financial statements included or incorporated  by reference in the Commission Documents, as of and at the dates indicated. The pro forma  condensed combined financial statements and the pro forma combined financial statements and  any other pro forma financial statements or data included or incorporated by reference in the  Commission Documents comply with the requirements of Regulation S-X of the Securities Act,  including, without limitation, Article 11 thereof, and the assumptions used in the preparation of  such pro forma financial statements and data are reasonable, the pro forma adjustments used  therein are appropriate to give effect to the circumstances referred to therein and the pro forma  adjustments have been properly applied to the historical amounts in the compilation of those  statements and data. There are no financial statements (historical or pro forma) that are required  to be included or incorporated by reference in the Commission Documents that are not included  or incorporated by reference as required. The Company and the Subsidiaries do not have any  material liabilities or obligations, direct or contingent (including any off-balance sheet  obligations or any “variable interest entities” as that term is used in Accounting Standards  





 






        Codification Paragraph 810-10-25-20), not described in Commission Documents which are  required to be described in the Commission Documents. All disclosures contained or  incorporated by reference in the Commission Documents, if any, regarding “non-GAAP  financial measures” (as such term is defined by the rules and regulations of the Commission)  comply in all material respects with Regulation G of the Exchange Act and Item 10 of  Regulation S-K under the Securities Act, to the extent applicable. The interactive data in  eXtensible Business Reporting Language included in the Commission Documents fairly presents  the information called for in all material respects and has been prepared in accordance with the  Commission’s rules and guidelines applicable thereto.  (c) Ernst & Young LLP, (the “Ernst & Young”) whose report on the consolidated   financial statements of the Company as of December 31, 2020 and 2019, and for each of the two  years in the period ended December 31, 2020 included in the Company’s registration statement  on Form S-1 (File No. 333-257964), are and, during the periods covered by their report, were an  independent public accounting firm within the meaning of the Securities Act and the Public  Company Accounting Oversight Board (United States). To the Company’s knowledge, the Ernst  & Young is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act  of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.  (d) Marcum LLP, (the “Marcum”) whose report on the consolidated financial   statements of Virtuoso Acquisition Corp. as of December 31, 2020 and for the period from  August 25, 2020 (inception) through December 31, 2020 included in the Company’s registration  statement on Form S-1 (No. 333-257964), are and, during the periods covered by their report,  were an independent public accounting firm within the meaning of the Securities Act and the  Public Company Accounting Oversight Board (United States). To the Company’s knowledge,  Marcum is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act  with respect to the Company.   (e) Except as disclosed in the Commission Documents, there is and has been no  failure on the part of the Company or any of the Company’s directors or officers, in their  capacities as such, to comply in all material respects with any applicable provisions of the  Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.  Each of the principal  executive officer and the principal financial officer of the Company (or each former principal  executive officer of the Company and each former principal financial officer of the Company as  applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley  Act with respect to all reports, schedules, forms, statements and other documents required to be  filed by it or furnished by it to the Commission.  For purposes of the preceding sentence,  “principal executive officer” and “principal financial officer” shall have the meanings given to  such terms in the Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and  keep accurate books and records reflecting their assets and maintain internal accounting controls  in a manner designed to provide reasonable assurance regarding the reliability of financial  reporting and the preparation of financial statements for external purposes in accordance with  generally accepted accounting principles and including those policies and procedures that  (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the  transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that  transactions are recorded as necessary to permit the preparation of the Company’s consolidated  financial statements in accordance with generally accepted accounting principles, (iii) that  





 






        receipts and expenditures of the Company are being made only in accordance with  management’s and the Company’s directors’ authorization, and (iv) provide reasonable  assurance regarding prevention or timely detection of unauthorized acquisition, use or  disposition of the Company’s assets that could have a material effect on its financial statements.   The Company and the Subsidiaries will maintain such controls and other procedures, including,  without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the  applicable regulations thereunder that are designed to ensure that information required to be  disclosed by the Company in the reports that it files or submits under the Exchange Act is  recorded, processed, summarized and reported, within the time periods specified in the  Commission’s rules and forms, including, without limitation, controls and procedures designed  to ensure that information required to be disclosed by the Company in the reports that it files or  submits under the Exchange Act is accumulated and communicated to the Company’s  management, including its principal executive officer and principal financial officer, or persons  performing similar functions, as appropriate to allow timely decisions regarding required  disclosure and to ensure that material information relating to the Company or the Subsidiaries is  made known to them by others within those entities, particularly during the period in which such  periodic reports are being prepared.  Section 5.8. No Material Adverse Effect; Absence of Certain Changes. Subsequent to  the respective dates as of which information is given in the Commission Documents (including  any document deemed incorporated by reference therein), there has not been (i) any Material  Adverse Effect or the occurrence of any development that the Company reasonably expects will  result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the  Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent (including any  off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to  the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock  (other than (A) the grant of additional awards under the Company’s existing equity incentive  plans, (B) changes in the number of outstanding Common Stock of the Company due to the  issuance of shares upon the exercise or conversion of securities exercisable for, or convertible  into, Common Stock outstanding on the date hereof, (C) as described in a proxy statement filed  on Schedule 14A or a Registration Statement on Form S-4, or (D) otherwise publicly announced  on a Form 8-K or Company press release) or outstanding long-term indebtedness of the  Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid  or made on the capital stock of the Company or any Subsidiary, other than in each case above in  the ordinary course of business or as otherwise disclosed in the Commission Documents  (including any document deemed incorporated by reference therein).   Section 5.9. No Material Defaults. Neither the Company nor any of its Subsidiaries has  defaulted on any installment on indebtedness for borrowed money or on any rental on one or  more long-term leases, which defaults, individually or in the aggregate, would have a Material  Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the  Exchange Act indicating that it (i) has failed to pay any dividend or sinking fund installment on  preferred shares or (ii) has defaulted on any installment on indebtedness for borrowed money or  on any rental on one or more long-term leases, which defaults, individually or in the aggregate,  would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is (i) in  violation of its charter or by-laws or similar organizational documents; (ii) in default, and no  event has occurred that, with notice or lapse of time or both, would constitute such a default, in  





 






        the due performance or observance of any term, covenant or condition contained in any  indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the  Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries  is bound or to which any of the property or assets of the Company or any of its Subsidiaries are  subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any  Governmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such  violation or default that would not, individually or in the aggregate, have a Material Adverse  Effect.   Section 5.10. No Preferential Rights.  Except as set forth in the Commission Documents  or provided hereunder, (i) no Person, has the right, contractual or otherwise, to cause the  Company to issue or sell to such Person any Common Stock or shares of any other capital stock  or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights  of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill”  provision or otherwise) to purchase any Common Stock or shares of any other capital stock or  other securities of the Company, (iii)  no Person has the right to act as an underwriter or as a  financial advisor to the Company in connection with the offer and sale of the Common Stock  offered hereunder, and (iv) no Person has the right, contractual or otherwise, to require the  Company to register under the Securities Act any Common Stock or shares of any other capital  stock or other securities of the Company, or to include any such shares or other securities in the  Registration Statement or the offering contemplated thereby, whether as a result of the filing or  effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or  otherwise.  Section 5.11. Material Contracts. Neither the Company nor any of its Subsidiaries is in  material breach of or default in any respect under the terms of any Material Contract and, to the  Knowledge of the Company, as of the date hereof, no other party to any Material Contract is in  material breach of or default under the terms of any Company Material Contract. Each  agreement between the Company and a third party is in full force and effect and is a valid and  binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to  the Knowledge of the Company, is a valid and binding obligation of each other party thereto.  The Company has not received any written notice of the intention of any other party to a  Material Contract to terminate for default, convenience or otherwise, or not renew, any Material  Contract.  Section 5.12. Solvency. The Company has not taken any steps, and does not currently  expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any  similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company  have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency,  reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the  United States Code or any other federal or state bankruptcy law or any law for the relief of  debtors. The Company is financially solvent and is generally able to pay its debts as they become  due.  The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30,  2021 sets forth, as of September 30, 2021, all outstanding secured and unsecured Indebtedness of  the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments  through such date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any  liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts  





 






        payable incurred in the ordinary course of business), (b) all guaranties, endorsements,  indemnities and other contingent obligations in respect of Indebtedness of others in excess of  $100,000, whether or not the same are or should be reflected in the Company’s balance sheet (or  the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or  collection or similar transactions in the ordinary course of business; and (c) the present value of  any lease payments in excess of $100,000 due under leases required to be capitalized in  accordance with GAAP. There is no existing or continuing default or event of default in respect  of any Indebtedness of the Company or any of its Subsidiaries.   Section 5.13. Real Property; Intellectual Property.   (a) Except as set forth in the Commission Documents, the Company and its   Subsidiaries have good and marketable title in fee simple to all items of real property owned by  them, good and valid title to all personal property described in the Commission Documents as  being owned by them that are material to their businesses, in each case free and clear of all liens,  encumbrances and claims, except those matters that (i) do not materially interfere with the use  made and proposed to be made of such property by the Company and any of its Subsidiaries or  (ii) would not, individually or in the aggregate, have a Material Adverse Effect.  Any real or  personal property described in the Commission Documents as being leased by the Company and  any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those  that (A) do not materially interfere with the use made or proposed to be made of such property  by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually  or in the aggregate, to have a Material Adverse Effect.  Each of the properties of the Company  and its Subsidiaries complies with all applicable codes, laws and regulations (including, without  limitation, building and zoning codes, laws and regulations and laws relating to access to such  properties), except if and to the extent disclosed in the Commission Documents or except for  such failures to comply that would not, individually or in the aggregate, reasonably be expected  to interfere in any material respect with the use made and proposed to be made of such property  by the Company and its Subsidiaries or otherwise have a Material Adverse Effect.  None of the  Company or its subsidiaries has received from any Governmental Authorities any notice of any  condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries,  and the Company knows of no such condemnation or zoning change which is threatened, except  for such that would not reasonably be expected to interfere in any material respect with the use  made and proposed to be made of such property by the Company and its Subsidiaries or  otherwise have a Material Adverse Effect, individually or in the aggregate.  (b) Except as disclosed in the Commission Documents, the Company and its   Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents,  patent applications, trade and service marks, trade and service mark registrations, trade names,  copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how  and other intellectual property (collectively, the “Intellectual Property”), necessary for the  conduct of their respective businesses as now conducted except to the extent that the failure to  own, possess, license or otherwise hold adequate rights to use such Intellectual Property would  not, individually or in the aggregate, have a Material Adverse Effect.  Except as disclosed in the  Commission Documents (i) there are no rights of third parties to any such Intellectual Property  owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no  infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the  





 






        Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the  Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company  is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding  or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit,  proceeding or claim by others challenging the validity or scope of any such Intellectual Property;  (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or  claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent,  trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s  knowledge, there is no third-party U.S. patent or published U.S. patent application which  contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been  commenced against any patent or patent application described in the Commission Documents as  being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have  complied with the terms of each agreement pursuant to which Intellectual Property has been  licensed to the Company or such Subsidiary, and all such agreements are in full force and effect,  except, in the case of any of clauses (i)-(vii) above, for any such rights infringement by third  parties or any such pending or threatened suit, action, proceeding or claim as would not,  individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  The Company and its Subsidiaries have taken commercially reasonable efforts to maintain the  confidentiality of all material trade secrets and other material confidential information of the  Company and its Subsidiaries and any confidential information owned by any Person to whom  the Company or any of its Subsidiaries has a written confidentiality obligation.  Section 5.14. Actions Pending. Except as disclosed in the Commission Documents,  there are no actions, suits or proceedings by or before any Governmental Authority pending, nor,  to the Company’s knowledge, any audits or investigations by or before any Governmental  Authority to which the Company or a Subsidiary is a party or to which any property of the  Company or any of its Subsidiaries is the subject that, individually or in the aggregate, would  reasonably be expected to have a Material Adverse Effect and, to the Company’s knowledge, no  such actions, suits, proceedings, audits or investigations are threatened or contemplated by any  Governmental Authority or threatened by others; and (i) there are no current or pending audits or  investigations, actions, suits or proceedings by or before any Governmental Authority that are  required under the Securities Act to be described in the Commission Documents that are not so  described; and (ii) there are no contracts or other documents that are required under the  Securities Act to be filed as exhibits to the Commission Documents that are not so filed.   Section 5.15. Compliance with Law. The Company and each of its Subsidiaries are in  compliance with all applicable laws, regulations and statutes (including all environmental laws  and regulations) in the jurisdictions in which it carries on business, except where failure to be so  in compliance would not reasonably be expected to result in a Material Adverse Effect; the  Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds  to know of, any facts that could give rise to a notice of non-compliance with any such laws,  regulations and statutes, and is not aware of any pending change or contemplated change to any  applicable law or regulation or governmental position; in each case that would reasonably be  expected to materially adversely affect the business of the Company or the business or legal  environment under which the Company operates.   





 






        Section 5.16. Certain Fees. Except as disclosed to the Investors, neither the Company  nor any of its Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions  or similar payments in connection with the transactions herein contemplated.   Section 5.17. Disclosure. The Company confirms that neither it nor any other Person  acting on its behalf has provided the Investor or any of its agents, advisors or counsel with any  information that constitutes or could reasonably be expected to constitute material, nonpublic  information concerning the Company or any of its Subsidiaries, other than the existence of the  transactions contemplated by the Transaction Documents. The Company understands and  confirms that the Investor will rely on the foregoing representations in effecting resales of Shares  under the Registration Statement.  Section 5.18. Broker/Dealer Relationships. Neither the Company nor any of the  Subsidiaries (i) is required to register as a “broker” or “dealer” in accordance with the provisions  of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or  is a “person associated with a member” or “associated person of a member” (within the meaning  set forth in the FINRA Manual).  Section 5.19. Disclosure Controls. The Company and each of its Subsidiaries maintain  systems of internal accounting controls sufficient to provide reasonable assurance that  (i) transactions are executed in accordance with management’s general or specific authorizations;  (ii) transactions are recorded as necessary to permit preparation of financial statements in  conformity with generally accepted accounting principles and to maintain asset accountability;  (iii) access to assets is permitted only in accordance with management’s general or specific  authorization; and (iv) the recorded accountability for assets is compared with the existing assets  at reasonable intervals and appropriate action is taken with respect to any differences.  The  Company’s internal control over financial reporting is effective and the Company is not aware of  any material weaknesses in its internal control over financial reporting (other than as set forth in  the Commission Documents).  Since the date of the latest audited financial statements of the  Company included in the Commission Documents, there has been no change in the Company’s  internal control over financial reporting that has materially affected, or is reasonably likely to  materially affect, the Company’s internal control over financial reporting (other than as set forth  in the Commission Documents).  The Company has established disclosure controls and  procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and  designed such disclosure controls and procedures to ensure that material information relating to  the Company and each of its Subsidiaries is made known to the certifying officers by others  within those entities, particularly during the period in which the Company’s Annual Report on  Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared.  The  Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure  controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for  the fiscal year most recently ended (such date, the “Evaluation Date”).  The Company presented  in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers  about the effectiveness of the disclosure controls and procedures based on their evaluations as of  the Evaluation Date and the disclosure controls and procedures are effective.  Since the  Evaluation Date, there have been no significant changes in the Company’s internal controls (as  such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the  





 






        Company’s knowledge, in other factors that could significantly affect the Company’s internal  controls.  Section 5.20. Permits. Except as disclosed in the Commission Documents, the Company  and its Subsidiaries have made all filings, applications and submissions required by, possesses  and is operating in compliance with, all approvals, licenses, certificates, certifications,  clearances, consents, grants, exemptions, marks, notifications, orders, permits and other  authorizations issued by, the appropriate federal, state or foreign Governmental Authority for the  ownership or lease of their respective properties or to conduct its businesses as described in the  Commission Documents (collectively, “Permits”), except for such Permits the failure of which  to possess, obtain or make the same would not reasonably be expected to have a Material  Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and  conditions of all such Permits, except where the failure to be in compliance would not have a  Material Adverse Effect; all of the Permits are valid and in full force and effect, except where  any invalidity, individually or in the aggregate, would not be reasonably expected to have a  Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any  written notice relating to the limitation, revocation, cancellation, suspension, modification or  non-renewal of any such Permit which, singly or in the aggregate, if the subject of an  unfavorable decision, ruling or finding, would reasonably be expected to have a Material  Adverse Effect, or has any reason to believe that any such license, certificate, permit or  authorization will not be renewed in the ordinary course except where the failure to obtain any  such renewal would not, individually or in the aggregate, have a Material Adverse Effect. This  Section 5.21 does not relate to environmental matters, such items being the subject of Section  5.22.  Section 5.21. Environmental Compliance. Except as set forth in the Commission  Documents, the Company and its Subsidiaries (i) are in compliance with any and all applicable  federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the  protection of human health and safety, the environment or hazardous or toxic substances or  wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and  are in compliance with all permits, licenses or other approvals required of them under applicable  Environmental Laws to conduct their respective businesses as described in the Commission  Documents; and (iii) have not received notice of any actual or potential liability for the  investigation or remediation of any disposal or release of hazardous or toxic substances or  wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for  any such failure to comply or failure to receive required permits, licenses, other approvals or  liability as would not, individually or in the aggregate, reasonably be expected to have a Material  Adverse Effect.   Section 5.22. No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor  any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s  Knowledge, any agent, affiliate or other person acting on behalf of the Company or any  Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any  political office (or failed fully to disclose any contribution in violation of applicable law) or  made any contribution or other payment to any official of, or candidate for, any federal, state,  municipal, or foreign office or other person charged with similar public or quasi-public duty in  violation of any applicable law or of the character required to be disclosed in the Commission  





 






        Documents; (ii) no relationship, direct or indirect, exists between or among the Company or any  Subsidiary or any affiliate of any of them, on the one hand, and the directors, officers and  stockholders of the Company or any Subsidiary, on the other hand, that is required by the  Securities Act to be described in the Commission Documents that is not so described; (iii) no  relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any  affiliate of them, on the one hand, and the directors, officers, or stockholders of the Company or  any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in the  Commission Documents that is not so described; (iv) except as described in the Commission  Documents, there are no material outstanding loans or advances or material guarantees of  indebtedness by the Company or any Subsidiary to or for the benefit of any of their respective  officers or directors or any of the members of the families of any of them; and (v) the Company  has not offered, or caused any placement agent to offer, Common Stock to any person with the  intent to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to  alter the customer’s or supplier’s level or type of business with the Company or any Subsidiary  or (B) a trade journalist or publication to write or publish favorable information about the  Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the  Company nor the Subsidiaries nor any director, officer or employee of the Company or any  Subsidiary nor, to the Company’s Knowledge, any agent, affiliate or other person acting on  behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable  provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable  anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised,  offered, provided, attempted to provide or authorized the provision of anything of value, directly  or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act  or decision of the recipient, or securing any improper advantage; or (C) made any payment of  funds of the Company or any Subsidiary or received or retained any funds in violation of any  Anti-Corruption Laws.   Section 5.23. AML Compliance. The operations of the Company and its Subsidiaries are  and have been conducted at all times in compliance with applicable financial record keeping and  reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as  amended, the money laundering statutes of all jurisdictions to which the Company or its  Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules,  regulations or guidelines, issued, administered or enforced by any Governmental Authority  (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before  any Governmental Authority involving the Company or any of its Subsidiaries with respect to  the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.  Section 5.24. Off-Balance Sheet Arrangements. There are no transactions,  arrangements and other relationships between and/or among the Company, and/or any of its  affiliates and any unconsolidated entity, including, but not limited to, any structural finance,  special purpose or limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could  reasonably be expected to affect materially the Company’s liquidity or the availability of or  requirements for its capital resources, including those Off-Balance Sheet Transactions described  in the Commission’s Statement about Management’s Discussion and Analysis of Financial  Conditions and Results of Operations (Release Nos.  33-8056; 34-45321; FR-61), required to be  described in the Commission Documents which have not been described as required.  





 






        Section 5.25. Transactions With Affiliates. No relationship, direct or indirect, exists  between or among the Company or any of its Subsidiaries on the one hand, and the directors,  officers, trustees, managers, stockholders, partners, customers or suppliers of the Company or  any of the Subsidiaries on the other hand, which would be required by the Securities Act or the  Exchange Act to be disclosed in the Commission Documents, which is not so disclosed.  Section 5.26. Labor Disputes. None of the Company nor any of its Subsidiaries is bound  by or subject to any collective bargaining or similar agreement with any labor union, and, to the  Knowledge of the Company, none of the employees, representatives or agents of the Company or  any of its Subsidiaries is represented by any labor union. The Company and its Subsidiaries have  complied with all employment laws applicable to employees of the Company and its  Subsidiaries, except where non-compliance with any such employment laws would not have a  Material Adverse Effect. No labor disturbance by or dispute with employees of the Company or  any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would  result in a Material Adverse Effect.  Section 5.27. Use of Proceeds. The proceeds from the sale of the Shares by the Company  to Investor shall be used by the Company in the manner as will be set forth in the Prospectus  included in any Registration Statement (and any post-effective amendment thereto) and any  Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.   Section 5.28. Investment Company Act Status. The Company is not, and as a result of  the consummation of the transactions contemplated by the Transaction Documents and the  application of the proceeds from the sale of the Shares as will be set forth in the Prospectus  included in any Registration Statement (and any post-effective amendment thereto) and any  Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company  will not be an “investment company” within the meaning of the Investment Company Act of  1940, as amended.   Section 5.29. Margin Rules. Neither the issuance, sale and delivery of the Shares nor the  application of the proceeds thereof by the Company as described in the Commission Documents  will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or  any other regulation of such Board of Governors.  Section 5.30. Taxes. The Company and each of its Subsidiaries have filed all federal,  state, local and foreign tax returns which have been required to be filed and paid all taxes shown  thereon through the date hereof, to the extent that such taxes have become due and are not being  contested in good faith, except where the failure to so file or pay would not have a Material  Adverse Effect.  Except as otherwise disclosed in or contemplated by the Commission  Documents, no tax deficiency has been determined adversely to the Company or any of its  Subsidiaries which has had, or would have, individually or in the aggregate, reasonably expected  to be a Material Adverse Effect.  The Company has no knowledge of any federal, state or other  governmental tax deficiency, penalty or assessment which has been or might be asserted or  threatened against it which would reasonably have a Material Adverse Effect.   Section 5.31. ERISA. To the knowledge of the Company, (i) each material employee  benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security  





 






        Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the  Company or any of its affiliates for employees or former employees of the Company and any of  its Subsidiaries has been maintained in material compliance with its terms and the requirements  of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and  the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) no prohibited transaction,  within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which  would result in a material liability to the Company with respect to any such plan excluding  transactions effected pursuant to a statutory or administrative exemption other than in the case of  (i) and (ii) above as would not have a Material Adverse Effect.  Section 5.32. Stock Transfer Taxes. All stock transfer or other taxes (other than income  taxes) which are required to be paid in connection with the sale and transfer of the Shares to be  sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws  imposing such taxes will be or will have been fully complied with.  Section 5.33. Insurance. The Company and each of its Subsidiaries carry, or are covered  by, insurance in such amounts and covering such risks as the Company and each of its  Subsidiaries reasonably believe are adequate for the conduct of their properties and as is  customary for companies engaged in similar businesses in similar industries.  Section 5.34. Exemption from Registration. Subject to, and in reliance on, the  representations, warranties and covenants made herein by the Investor, the offer and sale of the  Shares in accordance with the terms and conditions of this Agreement is exempt from the  registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of  Regulation D; provided, however, that at the request of and with the express agreements of the  Investor (including, without limitation, the representations, warranties and covenants of Investor  set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to  or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its  designee only as DWAC Shares and will not bear legends noting restrictions as to resale of such  securities under federal or state securities laws, nor will any such securities be subject to stop  transfer instructions.   Section 5.35. No General Solicitation or Advertising. Neither the Company, nor any of  its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any  form of general solicitation or general advertising (within the meaning of Regulation D) in  connection with the offer or sale of the Shares.   Section 5.36. No Integrated Offering. None of the Company, its Subsidiaries or any of  their Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers  or sales of any security or solicited any offers to buy any security, under circumstances that  would require registration of the issuance of any of the Shares under the Securities Act, whether  through integration with prior offerings or otherwise, or cause this offering of the Shares to  require approval of stockholders of the Company under any applicable stockholder approval  provisions, including, without limitation, under the rules and regulations of the Principal Market.  None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will  take any action or steps referred to in the preceding sentence that would require registration of  





 






        the issuance of any of the Shares under the Securities Act or cause the offering of any of the  Shares to be integrated with other offerings.   Section 5.37. Dilutive Effect. The Company is aware and acknowledges that issuance of  the Shares could cause dilution to existing stockholders and could significantly increase the  outstanding number of shares of Common Stock. The Company further acknowledges that its  obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is,  upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase  in accordance with this Agreement, absolute and unconditional following the delivery of such  VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may  have on the ownership interests of other stockholders of the Company.   Section 5.38. Manipulation of Price. Neither the Company nor any of its officers,  directors or Affiliates has, and, to the Knowledge of the Company, no Person acting on their  behalf has, (i) taken, directly or indirectly, any action designed or intended to cause or to result in  the stabilization or manipulation of the price of any security of the Company, or which caused or  resulted in, or which would in the future reasonably be expected to cause or result in, the  stabilization or manipulation of the price of any security of the Company, in each case to  facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any  compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any  Person any compensation for soliciting another to purchase any other securities of the Company.  Neither the Company nor any of its officers, directors or Affiliates will during the term of this  Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during  the term of this Agreement, take any of the actions referred to in the immediately preceding  sentence.   Section 5.39. Listing and Maintenance Requirements; DTC Eligibility. The Common  Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken  no action designed to, or which to its Knowledge is likely to have the effect of, terminating the  registration of the Common Stock under the Exchange Act, nor has the Company received any  notification that the Commission is contemplating terminating such registration. The Company  has not received notice from the Principal Market to the effect that the Company is not in  compliance with the listing or maintenance requirements of the Principal Market. The Common  Stock is eligible for participation in the DTC book entry system and has shares on deposit at  DTC for transferred electronically to third parties via DTC through its Deposit/Withdrawal at  Custodian (“DWAC”) delivery system. The Company has not received notice from DTC to the  effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock,  electronic trading or book-entry services by DTC with respect to the Common Stock is being  imposed or is contemplated.   Section 5.40. Application of Takeover Protections. The Company and its Board of  Directors have taken all necessary action, if any, in order to render inapplicable any control share  acquisition, business combination, poison pill (including any distribution under a rights  agreement) or other similar anti-takeover provision under the Company’s Charter or the laws of  its state of incorporation that is or could become applicable to the Investor as a result of the  Investor and the Company fulfilling their respective obligations or exercising their respective  





 






        rights under the Transaction Documents (as applicable), including, without limitation, as a result  of the Company’s issuance of the Shares and the Investor’s ownership of the Shares.   Section 5.41. OFAC. Neither the Company nor any of its Subsidiaries (collectively, the  “Entity”), nor any director, officer, employee, agent, affiliate or representative of the Company,  is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions  administered or enforced by the (“OFAC”), the United Nations Security Council, the European  Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including, without  limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or  OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively,  “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of  Sanctions that broadly prohibit dealings with that country or territory (including, without  limitation, the Crimea region of the Ukraine, Cuba, Iran, North Korea, Sudan and Syria (the  “Sanctioned Countries”)). The Entity will not, directly or indirectly, use the proceeds from the  sale of Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary,  joint venture partner or other Person (a) to fund or facilitate any activities or business of or with  any Person or in any country or territory that, at the time of such funding or facilitation, is the  subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a  violation of Sanctions by any Person (including any Person participating in the transactions  contemplated by this agreement, whether as underwriter, advisor, investor or otherwise). For the  past five years, the Entity has not engaged in, and is now not engaged in, any dealings or  transactions with any Person, or in any country or territory, that at the time of the dealing or  transaction is or was the subject of Sanctions or was a Sanctioned Country.   Section 5.42. Information Technology; Compliance with Data Privacy Laws. The  Company and its Subsidiaries comply in all respects with (i) all applicable Privacy/Data Security  Laws, (ii) any applicable privacy or other policies of the Company or any of its Subsidiaries,  respectively, concerning the collection, dissemination, storage or use of Personal Information or  other Business Data, (iii) industry standards to which the Company or any of its Subsidiaries,  respectively, purports to adhere, and (iv) all contractual commitments that the Company or any  of its Subsidiaries has entered into with respect to privacy and/or data security (collectively, the  “Data Security Requirements”), except where the failure to so comply would not reasonably be  expected to have a Material Adverse Effect. The Company and its Subsidiaries have  implemented commercially reasonable data security safeguards designed to protect the security  and integrity of the Business Systems and Business Data. Except as has not resulted in a Material  Adverse Effect, to the Company’s Knowledge, neither the Company nor any Subsidiary has  experienced any data security breaches, unauthorized access or use of any of the Business  Systems, or unauthorized acquisition, destruction, damage, disclosure, loss, corruption,  alteration, or use of any Business Data; or been subject to or received written notice of any  audits, proceedings or investigations by any Governmental Authority or any customer, or  received any material claims or complaints regarding the collection, dissemination, storage or  use of Personal Information, or the violation of any applicable Data Security Requirements.  Section 5.43. Acknowledgement Regarding Investor’s Acquisition of Shares;  Affiliate Relationships. The Company acknowledges and agrees, to the fullest extent permitted  by law, that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect  to this Agreement and the transactions contemplated by the Transaction Documents, and Cantor  





 






        Fitzgerald & Co. (“CF&CO”) is acting as a representative of the Investor in connection with the  transactions contemplated by the Transaction Documents, and of no other party, including the  Company.  The Company further acknowledges that while the Investor will be deemed to be a  statutory “underwriter” with respect to the Transaction in accordance with interpretive positions  of the Staff of the U.S. Securities and Exchange Commission (the “SEC”), the Investor has  represented it is a “trader” that is not required to register with the SEC as a broker-dealer under  Section 15(a) of the Securities Exchange Act of 1934.   The Company further acknowledges that  the Investor and its representatives are not acting as a financial advisor or fiduciary of the  Company (or in any similar capacity, except as noted above) with respect to this Agreement and  the transactions contemplated by the Transaction Documents, and any advice given by the  Investor or any of its representatives (including CF&CO) or agents in connection therewith is  merely incidental to the Investor’s acquisition of the Shares. The Company further represents to  the Investor that the Company’s decision to enter into the Transaction Documents to which it is a  party has been based solely on the independent evaluation of the transactions contemplated  thereby by the Company and its representatives. The Company acknowledges and agrees that the  Investor has not made and does not make any representations or warranties with respect to the  transactions contemplated by the Transaction Documents other than those specifically set forth in  Article IV. Affiliates of the Investor, including CF&CO, engage in a wide range of activities for  their own accounts and the accounts of customers, including corporate finance, mergers and  acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives,  foreign exchange, futures, asset management, custody, clearance and securities lending.  In the  course of its business, affiliates of Investor may, directly or indirectly, hold long or short  positions, trade and otherwise conduct such activities in or with respect to debt or equity  securities and/or bank debt of, and/or derivative products relating to, the Company.  Any such  position will be created, and maintained, independently of the position Investor takes in the  Company, and Investor.   In addition, at any given time affiliates of Investor, including CF&CO,  may have been and/or be engaged by one or more entities that may be competitors with, or  otherwise adverse to, the Company in matters unrelated to the transactions contemplated by the  Transaction Documents, and affiliates of Investor, including CF&CO may have or may in the  future provide investment banking or other services to the Company in matters unrelated to the  transactions contemplated by the Transaction Documents. Activities of any of Investor’s  affiliates performed on behalf of the Company may give rise to actual or apparent conflicts of  interest given Investor’s potentially competing interests with those of the Company. The  Company expressly acknowledges the benefits it receives from Investor’s participation in the  transactions contemplated by the Transaction Documents, on the one hand, and Investor’s  affiliates’ activities, if any, on behalf of the Company unrelated to the transactions contemplated  by the Transaction Documents, on the other hand, and understands the conflict or potential  conflict of interest that may arise in this regard, and has consulted with such independent  advisors as it deems appropriate in order to understand and assess the risks associated with these  potential conflicts of interest. Consistent with applicable legal and regulatory requirements,  applicable affiliates of the Investor have adopted policies and procedures to establish and  maintain the independence of their research departments and personnel from their investment  banking groups and Investor.  As a result, research analysts employed by affiliates of the  Investor may hold views, make statements or investment recommendations and/or publish  research reports with respect to the Company or the transactions contemplated by the  Transaction Documents that differ from the views of Investor.  





 






        Section 5.44. Emerging Growth Company Status. From the time of the initial filing of  the Company’s first registration statement with the Commission through the date hereof, the  Company has been and is an “emerging growth company,” as defined in Section 2(a) of the  Securities Act (an “Emerging Growth Company”).  ARTICLE VI   ADDITIONAL COVENANTS   The Company covenants with the Investor, and the Investor covenants with the Company, as  follows, which covenants of one party are for the benefit of the other party, during the  Investment Period (and with respect to the Company, for the period following the termination of  this Agreement specified in Section 8.3 pursuant to and in accordance with Section 8.3):   Section 6.1. Securities Compliance. The Company shall notify the Commission and the  Principal Market, if and as applicable, in accordance with their respective rules and regulations,  of the transactions contemplated by the Transaction Documents, and shall take all necessary  action, undertake all proceedings and obtain all registrations, permits, consents and approvals for  the legal and valid issuance of the Shares to the Investor in accordance with the terms of the  Transaction Documents, as applicable.   Section 6.2. Reservation of Common Stock. The Company has available and the  Company shall reserve and keep available at all times, free of preemptive and other similar rights  of stockholders, the requisite aggregate number of authorized but unissued shares of Common  Stock to enable the Company to timely effect the issuance, sale and delivery of all Shares to be  issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, at  least prior to the delivery by the Company to the Investor of the applicable VWAP Purchase  Notice in connection with such VWAP Purchase. Without limiting the generality of the  foregoing, as of the Commencement Date, the Company shall have reserved, out of its  authorized and unissued Common Stock, a number of shares of Common Stock equal to the  Exchange Cap solely for the purpose of effecting VWAP Purchases under this Agreement. The  number of shares of Common Stock so reserved for the purpose of effecting VWAP Purchases  under this Agreement may be increased from time to time by the Company from and after the  Commencement Date, and such number of reserved shares may be reduced from and after the  Commencement Date only by the number of Shares actually issued, sold and delivered to the  Investor pursuant to any VWAP Purchase effected from and after the Commencement Date  pursuant to this Agreement.   Section 6.3. Registration and Listing. The Company shall use its commercially  reasonable efforts to cause the Common Stock to continue to be registered as a class of securities  under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations  under the Exchange Act, and shall not take any action or file any document (whether or not  permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or  to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities  Act, except as permitted herein. The Company shall use its commercially reasonable efforts to  continue the listing and trading of its Common Stock and the listing of the Shares purchased by  the Investor hereunder on the Principal Market and to comply with the Company’s reporting,  





 






        filing and other obligations under the rules and regulations of the Principal Market. The  Company shall not take any action which could be reasonably expected to result in the delisting  or suspension of the Common Stock on the Principal Market. If the Company receives any final  and non-appealable notice that the listing or quotation of the Common Stock on the Principal  Market shall be terminated on a date certain, the Company shall promptly (and in any case  within 24 hours) notify the Investor of such fact in writing and shall use its commercially  reasonable efforts to cause the Common Stock to be listed or quoted on another Principal  Market.   Section 6.4. Compliance with Laws.   (i) During the Investment Period, the Company shall comply with applicable   provisions of the Securities Act and the Exchange Act, including Regulation M thereunder,  applicable state securities or “Blue Sky” laws, and applicable listing rules of the Principal  Market or Principal Market, in connection with the transactions contemplated by this Agreement  and the Registration Rights Agreement, except as would not, individually or in the aggregate,  prohibit or otherwise interfere with the ability of the Company to enter into and perform its  obligations under this Agreement in any material respect or for Investor to conduct resales of  Shares under the Registration Statement in any material respect.   (ii) The Investor shall comply with all laws, rules, regulations and orders   applicable to the performance by it of its obligations under this Agreement and its investment in  the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere  with the ability of the Investor to enter into and perform its obligations under this Agreement in  any material respect. Without limiting the foregoing, the Investor shall comply with all  applicable provisions of the Securities Act and the Exchange Act, including Regulation M  thereunder, and all applicable state securities or “Blue Sky” laws, in connection with the  transactions contemplated by this Agreement and the Registration Rights Agreement.   Section 6.5. Keeping of Records and Books of Account; Due Diligence.   (i) The Investor and the Company shall each maintain records showing the   remaining Total Commitment, the remaining Aggregate Limit and the dates and VWAP  Purchase Share Amount for each VWAP Purchase.   (ii) Subject to the requirements of Section 6.12, from time to time from and after   the Closing Date, the Company shall make available for inspection and review by the Investor  during normal business hours and after reasonable notice, customary documentation reasonably  requested by the Investor and/or its appointed counsel or advisors to conduct due diligence;  provided, however, that after the Closing Date, the Investor’s continued due diligence shall not  be a condition precedent to the Company’s right to deliver to the Investor any VWAP Purchase  Notice or the settlement thereof except to the extent expressly contemplated by this Agreement.   Section 6.6. No Frustration; No Variable Rate Transactions.   (i) No Frustration. The Company shall not enter into, announce or recommend to   its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof  would restrict, materially delay, conflict with or impair the ability or right of the Company to  





 






        perform its obligations under the Transaction Documents to which it is a party, including,  without limitation, the obligation of the Company to deliver the Shares to the Investor in respect  of a VWAP Purchase not later than the VWAP Purchase Share Delivery Date. For the avoidance  of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate  this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).   (ii) No Variable Rate Transactions. The Company shall not effect or enter into    an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock  or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate  Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to  seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance,  which remedy shall be in addition to any right to collect damages, without the necessity of  showing economic loss and without any bond or other security being required.   Section 6.7. Corporate Existence. The Company shall take all steps necessary to  preserve and continue the corporate existence of the Company; provided, however, that, except  as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit the Company  from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt,  nothing in this Section 6.7 shall in any way limit the Company’s right to terminate this  Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).   Section 6.8. Fundamental Transaction. If a VWAP Purchase Notice has been delivered  to the Investor and the transactions contemplated therein have not yet been fully settled in  accordance with the terms and conditions of this Agreement, the Company shall not effect any  Fundamental Transaction until the expiration of five (5) Trading Days following the date of full  settlement thereof and the issuance to the Investor of all of the Shares issuable pursuant to the  VWAP Purchase to which such VWAP Purchase Notice relates.   Section 6.9. Selling Restrictions.   (i) Except as expressly set forth below, the Investor covenants that from and after the  Closing Date through and including the Trading Day next following the expiration or termination  of this Agreement as provided in Article VIII (the “Restricted Period”), none of the Investor any  of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted  Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly  or indirectly, (i) engage in any Short Sales of the Common Stock or (ii) hedging transaction,  which establishes a net short position with respect to the Common Stock, with respect to each of  clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any  other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed  that nothing contained herein shall (without implication that the contrary would otherwise be  true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as  defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number  of shares of Common Stock equal to the number of Shares that such Restricted Person is  unconditionally obligated to purchase under a pending VWAP Purchase Notice but has not yet  received from the Company or the Transfer Agent pursuant to this Agreement, so long as (X)  such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased  pursuant to such VWAP Purchase Notice to the purchaser thereof or the applicable Broker- 





 






        Dealer promptly upon such Restricted Person’s receipt of such Shares from the Company in  accordance with Section 3.2 of this Agreement and (Y) neither the Company or the Transfer  Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer  so that such Shares are received by the Investor as DWAC Shares on the applicable VWAP  Purchase Share Delivery Date in accordance with Section 3.2 of this Agreement, including,  without limitation, within the time period specified for receipt of such Shares by the Investor or  its Broker-Dealer as DWAC Shares from the Company or the Transfer Agent.   (ii) In addition to the foregoing, in connection with any sale of Shares (including   any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all  applicable laws, rules, regulations and orders, including, without limitation, the requirements of  the Securities Act and the Exchange Act.   Section 6.10. Effective Registration Statement. During the Investment Period, the  Company shall use its commercially reasonable efforts to maintain the continuous effectiveness  of the Initial Registration Statement and each New Registration Statement filed with the  Commission under the Securities Act for the applicable Registration Period pursuant to and in  accordance with the Registration Rights Agreement.   Section 6.11. Blue Sky. The Company shall take such action, if any, as is necessary by  the Company in order to obtain an exemption for or to qualify the Shares for sale by the  Company to the Investor pursuant to the Transaction Documents, and at the request of the  Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under  applicable state securities or “Blue Sky” laws and shall provide evidence of any such action so  taken to the Investor from time to time following the Closing Date; provided, however, that the  Company shall not be required in connection therewith or as a condition thereto to (x) qualify to  do business in any jurisdiction where it would not otherwise be required to qualify but for this  Section 6.11, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general  consent to service of process in any such jurisdiction.   Section 6.12. Non-Public Information. Neither the Company or any of its Subsidiaries,  nor any of their respective directors, officers, employees or agents shall disclose any material  non-public information about the Company to the Investor during any VWAP Purchase Period,  unless a simultaneous public announcement thereof is made by the Company in the manner  contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the  Company or any of its Subsidiaries, or any of their respective directors, officers, employees and  agents (as determined in the reasonable good faith judgment of the Investor), (i) the Investor  shall promptly provide written notice of such breach to the Company and (ii) after such notice  has been provided to the Company and, provided that the Company shall have failed to  demonstrate to the Investor in writing within 24 hours that such information does not constitute  material, non-public information or the Company shall have failed to publicly disclose such  material, non-public information within 24 hours following demand therefor by the Investor, in  addition to any other remedy provided herein or in the other Transaction Documents, if the  Investor is holding any Shares at the time of the disclosure of material, non-public information,  the Investor shall have the right to make a public disclosure, in the form of a press release, public  advertisement or otherwise, of such material, non-public information without the prior approval  by the Company, any of its Subsidiaries, or any of their respective directors, officers, employees  





 






        or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or  any of their respective directors, officers, employees, stockholders or agents, for any such  disclosure.   Section 6.13. Broker/Dealer. The Investor shall use one or more broker-dealers to  effectuate all sales, if any, of the Shares that it may purchase or otherwise acquire from the  Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be a  DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time,  provide the Company and the Transfer Agent with all information regarding the Broker-Dealer  reasonably requested by the Company. The Investor shall be solely responsible for all fees and  commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees and  commissions and shall be responsible for designating only a DTC participant eligible to receive  DWAC Shares.   Section 6.14. Disclosure Schedule.   (i) The Company may, from time to time, update a disclosure schedule (the   “Disclosure Schedule”) as may be required to satisfy the conditions set forth in Section 7.2(i)  and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition  in Section 7.2(i) as of a specific VWAP Purchase Condition Satisfaction Time). For purposes of  this Section 6.14, any disclosure made in a schedule to the Compliance Certificate shall be  deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement  to the contrary, no update to the Disclosure Schedule pursuant to this Section 6.14 shall cure any  breach of a representation or warranty of the Company contained in this Agreement and made  prior to the update and shall not affect any of the Investor’s rights or remedies with respect  thereto.   (ii) Notwithstanding anything to the contrary contained in the Disclosure   Schedule or in this Agreement, the information and disclosure contained in any Schedule of the  Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other  Schedule of the Disclosure Schedule as though fully set forth in such Schedule for which  applicability of such information and disclosure is readily apparent on its face. The fact that any  item of information is disclosed in the Disclosure Schedule shall not be construed to mean that  such information is required to be disclosed by this Agreement. Except as expressly set forth in  this Agreement, such information and the thresholds (whether based on quantity, qualitative  characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for  interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this  Agreement.   Section 6.15. Delivery of Bring Down Opinions and Compliance Certificates Upon  Occurrence of Certain Events. Within three (3) Trading Days immediately following each time  the Company files (i) an annual report on Form 10-K under the Exchange Act (including any  Form 10-K/A containing amended financial information or a material amendment to the  previously filed Form 10-K); (ii) a quarterly report on Form 10-Q under the Exchange Act; (iii) a  current report on Form 8-K containing amended financial information (other than information  “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item  8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations  





 






        in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange  Act; or (iv) the Initial Registration Statement, any New Registration Statement, or any  supplement or post-effective amendment thereto, and in any case, not more than once per  calendar quarter, the Company shall (1) deliver to the Investor a Compliance Certificate in the  form attached hereto as Exhibit B, dated such date, (2) cause to be furnished to the Investor an  opinion from outside counsel to the Company substantially in the form mutually agreed to by the  Company and the Investor prior to the date of this Agreement (each such opinion, a “Bring- Down Opinion”) and (3) cause to be furnished to the Investor a comfort letter from each and any  independent registered public accounting firm of the Company or its predecessors (in the case of  a post-effective amendment, only if such amendment contains amended or new financial  information), modified, as necessary, to relate to such Registration Statement or post-effective  amendment, or the Prospectus contained therein as then amended or supplemented by such  Prospectus Supplement, as applicable; provided that the Company shall not be required to cause  a comfort letter to be furnished to the Investor from Marcum with respect to the Company’s  predecessors following the events described in items (i) through (iii) above.   ARTICLE VII   CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND   PURCHASE OF THE SHARES   Section 7.1. Conditions Precedent to Closing. The Closing is subject to the satisfaction  of each of the conditions set forth in this Section 7.1 on the Closing Date.   (i) Accuracy of the Investor’s Representations and Warranties. The   representations and warranties of the Investor contained in this Agreement (a) that are not  qualified by “materiality” shall be true and correct in all material respects as of the Closing Date,  except to the extent such representations and warranties are as of another date, in which case,  such representations and warranties shall be true and correct in all material respects as of such  other date and (b) that are qualified by “materiality” shall be true and correct as of the Closing  Date, except to the extent such representations and warranties are as of another date, in which  case, such representations and warranties shall be true and correct as of such other date.   (ii) Accuracy of the Company’s Representations and Warranties. The   representations and warranties of the Company contained in this Agreement (a) that are not  qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material  respects as of the Closing Date, except to the extent such representations and warranties are as of  another date, in which case, such representations and warranties shall be true and correct in all  material respects as of such other date and (b) that are qualified by “materiality” or “Material  Adverse Effect” shall be true and correct as of the Closing Date, except to the extent such  representations and warranties are as of another date, in which case, such representations and  warranties shall be true and correct as of such other date.   (iii) Issuance of Commitment Shares. The Company shall deliver irrevocable  instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City  time) on the second (2nd) Trading Day immediately following the Closing Date, a certificate or  book-entry statement representing the Commitment Shares in the name of the Investor or its  





 






        designee (in which case such designee name shall have been provided to the Company prior to  the Closing Date), in consideration for the Investor’s execution and delivery of this Agreement.  Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at  its address set forth in Section 10.4 hereof. For the avoidance of doubt, all of the Commitment  Shares shall be fully earned as of the Closing Date regardless of whether any VWAP Purchases  are made or settled hereunder or any subsequent termination of this Agreement.  (iv) Closing Deliverables. At the Closing, counterpart signature pages of this   Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be  delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this  Agreement and the Registration Rights Agreement, the Investor’s counsel shall have (a) agreed  to the forms of opinions to be delivered to the Investor on the Commencement Date, (b) received  the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto  , and (c) received a copy of the irrevocable instructions to the Company’s transfer agent to be  delivered to the Transfer Agent no later than the second (2nd) Trading Day immediately  following the Closing Date, regarding the issuance to the Investor or its designee of the  certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in  accordance with Section 10.1(ii) hereof.  Section 7.2. Conditions Precedent to Commencement. The right of the Company to  commence delivering VWAP Purchase Notices under this Agreement, and the obligation of the  Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this  Agreement, are subject to the initial satisfaction, at Commencement, of each of the conditions set  forth in this Section 7.2.   (i) Accuracy of the Company’s Representations and Warranties. The   representations and warranties of the Company contained in this Agreement (a) that are not  qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all  material respects when made and shall be true and correct in all material respects as of the  Commencement Date with the same force and effect as if made on such date, except to the extent  such representations and warranties are as of another date, in which case, such representations  and warranties shall be true and correct in all material respects as of such other date and (b) that  are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when  made and shall be true and correct as of the Commencement Date with the same force and effect  as if made on such date, except to the extent such representations and warranties are as of  another date, in which case, such representations and warranties shall be true and correct as of  such other date.   (ii) Performance of the Company. The Company shall have performed, satisfied   and complied in all material respects with all covenants, agreements and conditions required by  this Agreement and the Registration Rights Agreement to be performed, satisfied or complied  with by the Company at or prior to the Commencement. The Company shall deliver to the  Investor on the Commencement Date the compliance certificate substantially in the form  attached hereto as Exhibit C (the “Compliance Certificate”).   (iii) Initial Registration Statement Effective. The Initial Registration Statement   





 






        covering the resale by the Investor of the Registrable Securities included therein required to be  filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights  Agreement shall have been declared effective under the Securities Act by the Commission, and  the Investor shall be permitted to utilize the Prospectus therein to resell (a) all of the  Commitment Shares and (b) all of the Shares included in such Prospectus.   (iv) No Material Notices. None of the following events shall have occurred and   be continuing: (a) receipt of any request by the Commission or any other federal or state  governmental authority for any additional information relating to the Initial Registration  Statement, the Prospectus contained therein or any Prospectus Supplement thereto, or for any  amendment of or supplement to the Initial Registration Statement, the Prospectus contained  therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other  federal or state governmental authority of any stop order suspending the effectiveness of the  Initial Registration Statement or prohibiting or suspending the use of the Prospectus contained  therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption  from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or  contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or  the existence of any condition or state of facts, which makes any statement of a material fact  made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus  Supplement thereto untrue or which requires the making of any additions to or changes to the  statements then made in the Initial Registration Statement, the Prospectus contained therein or  any Prospectus Supplement thereto in order to state a material fact required by the Securities Act  to be stated therein or necessary in order to make the statements then made therein (in the case of  the Prospectus or any Prospectus Supplement, in the light of the circumstances under which they  were made) not misleading, or which requires an amendment to the Initial Registration Statement  or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to  comply with the Securities Act or any other law. The Company shall have no Knowledge of any  event that could reasonably be expected to have the effect of causing the suspension of the  effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of  the Prospectus contained therein or any Prospectus Supplement thereto in connection with the  resale of the Registrable Shares by the Investor.   (v) Other Commission Filings. The Current Report shall have been filed with the   Commission as required pursuant to Section 2.3. The final Prospectus included in the Initial  Registration Statement shall have been filed with the Commission prior to Commencement in  accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules,  registrations, forms, statements, information and other documents required to have been filed by  the Company with the Commission pursuant to the reporting requirements of the Exchange Act,  including all material required to have been filed pursuant to Section 13(a) or 15(d) of the  Exchange Act, prior to Commencement shall have been filed with the Commission.   (vi) No Suspension of Trading in or Notice of Delisting of Common Stock.   Trading in the Common Stock shall not have been suspended by the Commission, the Principal  Market or the FINRA (except for any suspension of trading of limited duration agreed to by the  Company, which suspension shall be terminated prior to the Commencement Date), the  Company shall not have received any final and non-appealable notice that the listing or quotation  of the Common Stock on the Principal Market shall be terminated on a date certain (unless, prior  





 






        to such date certain, the Common Stock is listed or quoted on any other Principal Market), nor  shall there have been imposed any suspension of, or restriction on, accepting additional deposits  of the Common Stock, electronic trading or book-entry services by DTC with respect to the  Common Stock that is continuing, the Company shall not have received any notice from DTC to  the effect that a suspension of, or restriction on, accepting additional deposits of the Common  Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is  being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have  notified the Company in writing that DTC has determined not to impose any such suspension or  restriction).   (vii) Compliance with Laws. The Company shall have complied with all   applicable federal, state and local governmental laws, rules, regulations and ordinances in  connection with the execution, delivery and performance of this Agreement and the other  Transaction Documents to which it is a party and the consummation of the transactions  contemplated hereby and thereby, including, without limitation, the Company shall have  obtained all permits and qualifications required by any applicable state securities or “Blue Sky”  laws for the offer and sale of the Shares by the Company to the Investor and the subsequent  resale of the Registrable Securities by the Investor (or shall have the availability of exemptions  therefrom).   (viii) No Injunction. No statute, regulation, order, decree, writ, ruling or   injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or  governmental authority of competent jurisdiction which prohibits the consummation of or which  would materially modify or delay any of the transactions contemplated by the Transaction  Documents.   (ix) No Proceedings or Litigation. No action, suit or proceeding before any   arbitrator or any court or governmental authority shall have been commenced, and no inquiry or  investigation by any governmental authority shall have been commenced, against the Company  or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any  Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the  Transaction Documents, or seeking material damages in connection with such transactions.   (x) Listing of Shares. All of the Shares that have been and may be issued   pursuant to this Agreement shall have been approved for listing or quotation on the Principal  Market as of the Commencement Date, subject only to notice of issuance.   (xi) No Material Adverse Effect. No condition, occurrence, state of facts or   event constituting a Material Adverse Effect shall have occurred and be continuing.   (xii) No Bankruptcy Proceedings. No Person shall have commenced a   proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The  Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a)  commenced a voluntary case, (b) consented to the entry of an order for relief against it in an  involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or  substantially all of its property, or (d) made a general assignment for the benefit of its creditors.  A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy  





 






        Law that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of  the Company or for all or substantially all of its property, or (III) orders the liquidation of the  Company or any of its Subsidiaries.   (xiii) Commitment Shares Issued as DWAC Shares. The Company shall have  caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC as  DWAC Shares such number of shares of Common Stock equal to the number of Commitment  Shares issued to the Investor pursuant to Section 10.1(ii) hereof, in accordance with Section  10.1(iv) hereof.  (xiv) Delivery of Commencement Irrevocable Transfer Agent Instructions   and Notice of Effectiveness. The Commencement Irrevocable Transfer Agent Instructions shall  have been executed by the Company and delivered to acknowledged in writing by the  Company’s transfer agent, and the Notice of Effectiveness relating to the Initial Registration  Statement shall have been executed by the Company’s outside counsel and delivered to the  Transfer Agent, in each case directing the Transfer Agent to issue to the Investor or its  designated Broker-Dealer all of the Shares included in the Initial Registration Statement as  DWAC Shares in accordance with this Agreement and the Registration Rights Agreement.   (xv) Reservation of Shares. As of the Commencement Date, the Company shall   have reserved out of its authorized and unissued Common Stock a number of shares of Common  Stock equal to the Exchange Cap solely for the purpose of effecting VWAP Purchases under this  Agreement.   (xvi) Opinions of Company Counsel. On the Commencement Date, the Investor   shall have received the opinions and negative assurances from outside counsel to the Company,  dated the Commencement Date, in the forms mutually agreed to by the Company and the  Investor prior to the date of this Agreement.   (xvii) Comfort Letter of Accountant. On the Commencement Date, the Investor  shall  have received from each of Ernst & Young and Marcum or a successor independent registered  public accounting firm for the Company, a letter dated the date of the filing of the Registration  Statement addressed to the Investor, in form and substance reasonably satisfactory to the Investor  with respect to the audited and unaudited financial statements and certain financial information  contained in the Registration Statement and the Prospectus, and any Prospectus Supplement,  except that the specific date referred to therein for the carrying out of procedures shall be no  more than three Business Days prior to the Commencement Date.]  Section 7.3. Conditions Precedent to VWAP Purchases after Commencement Date.  The right of the Company to deliver VWAP Purchase Notices under this Agreement after the  Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices  under this Agreement after the Commencement Date, are subject to the satisfaction of each of the  conditions set forth in this Section 7.3 at the applicable VWAP Purchase Commencement Time  for the VWAP Purchase to be effected pursuant to the applicable VWAP Purchase Notice timely  delivered by the Company to the Investor in accordance with this Agreement (each such time, a  “VWAP Purchase Condition Satisfaction Time”).   





 






        (i) Satisfaction of Certain Prior Conditions. Each of the conditions set forth in   subsections (i), (ii), (vii) through (xiv), and (xvii) set forth in Section 7.2 shall be satisfied at the  applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date (with  the terms “Commencement” and “Commencement Date” in the conditions set forth in  subsections (i) and (ii) of Section 7.2 replaced with “applicable VWAP Purchase Condition  Satisfaction Time”); provided, however, that the Company shall not be required to deliver the  Compliance Certificate after the Commencement Date, except as provided in Section 6.15 and  Section 7.3(v).   (ii) Initial Registration Statement Effective. The Initial Registration Statement   covering the resale by the Investor of the Registrable Securities included therein filed by the  Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement,  and any post-effective amendment thereto required to be filed by the Company with the  Commission after the Commencement Date and prior to the applicable VWAP Purchase Date  pursuant to the Registration Rights Agreement, in each case shall have been declared effective  under the Securities Act by the Commission and shall remain effective for the applicable  Registration Period (as defined in the Registration Rights Agreement), and the Investor shall be  permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a)  all of the Commitment Shares and (b) all of the Shares included in the Initial Registration  Statement, and any post-effective amendment thereto, that have been issued and sold to the  Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the  Investor prior to such applicable VWAP Purchase Date and (c) all of the Shares included in the  Initial Registration Statement, and any post-effective amendment thereto, that are issuable  pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor  with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase  Date.   (iii) Any Required New Registration Statement Effective. Any New   Registration Statement covering the resale by the Investor of the Registrable Securities included  therein, and any post-effective amendment thereto, required to be filed by the Company with the  Commission pursuant to the Registration Rights Agreement after the Commencement Date and  prior to the applicable VWAP Purchase Date, in each case shall have been declared effective  under the Securities Act by the Commission and shall remain effective for the applicable  Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any  Prospectus Supplement thereto, to resell (a) all of the Commitment Shares (if any) included in  the New Registration Statement, and any post-effective amendment thereto, (n) all of the Shares  included in such New Registration Statement, and any post-effective amendment thereto, that  have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices  delivered by the Company to the Investor prior to such applicable VWAP Purchase Date and (c)  all of the Shares included in such new Registration Statement, and any post-effective amendment  thereto, that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the  Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such  applicable VWAP Purchase Date.   (iv) Delivery of Subsequent Irrevocable Transfer Agent Instructions and   Notice of Effectiveness. With respect to any post-effective amendment to the Initial Registration  Statement, any New Registration Statement or any post-effective amendment to any New  





 






        Registration Statement, in each case declared effective by the Commission after the  Commencement Date, the Company shall have delivered or caused to be delivered to the  Transfer Agent (a) irrevocable instructions in the form substantially similar to the  Commencement Irrevocable Transfer Agent Instructions executed by the Company and  acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case  modified as necessary to refer to such Registration Statement or post-effective amendment and  the Registrable Securities included therein, to issue the Registrable Securities included therein as  DWAC Shares in accordance with the terms of this Agreement and the Registration Rights  Agreement.   (v) No Material Notices. None of the following events shall have occurred and   be continuing: (a) receipt of any request by the Commission or any other federal or state  governmental authority for any additional information relating to the Initial Registration  Statement or any post-effective amendment thereto, any New Registration Statement or any post- effective amendment thereto, or the Prospectus contained in any of the foregoing or any  Prospectus Supplement thereto, or for any amendment of or supplement to the Initial  Registration Statement or any post-effective amendment thereto, any New Registration  Statement or any post-effective amendment thereto, or the Prospectus contained in any of the  foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any  other federal or state governmental authority of any stop order suspending the effectiveness of  the Initial Registration Statement or any post-effective amendment thereto, any New Registration  Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the  Prospectus contained in any of the foregoing or any Prospectus Supplement thereto, or of the  suspension of qualification or exemption from qualification of the Shares for offering or sale in  any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;  or (c) the occurrence of any event or the existence of any condition or state of facts, which makes  any statement of a material fact made in the Initial Registration Statement or any post-effective  amendment thereto, any New Registration Statement or any post-effective amendment thereto, or  the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or  which requires the making of any additions to or changes to the statements then made in the  Initial Registration Statement or any post-effective amendment thereto, any New Registration  Statement or any post-effective amendment thereto, or the Prospectus contained in any of the  foregoing or any Prospectus Supplement thereto in order to state a material fact required by the  Securities Act to be stated therein or necessary in order to make the statements then made therein  (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances  under which they were made) not misleading, or which requires an amendment to the Initial  Registration Statement or any post-effective amendment thereto, any New Registration  Statement or any post-effective amendment thereto, or the Prospectus contained in any of the  foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other  law (other than the transactions contemplated by the applicable VWAP Purchase Notice  delivered by the Company to the Investor with respect to a VWAP Purchase to be effected  hereunder on such applicable VWAP Purchase Date and the settlement thereof). The Company  shall have no Knowledge of any event that could reasonably be expected to have the effect of  causing the suspension of the effectiveness of the Initial Registration Statement or any post- effective amendment thereto, any New Registration Statement or any post-effective amendment  thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the  





 






        foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable  Securities by the Investor.   (vi) Other Commission Filings. The final Prospectus included in any post-  effective amendment to the Initial Registration Statement, and any Prospectus Supplement  thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and  the Registration Rights Agreement after the Commencement Date and prior to the applicable  VWAP Purchase Date, shall have been filed with the Commission in accordance with Section  2.3 and the Registration Rights Agreement. The final Prospectus included in any New  Registration Statement and in any post-effective amendment thereto, and any Prospectus  Supplement thereto, required to be filed by the Company with the Commission pursuant to  Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to  the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance  with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations,  forms, statements, information and other documents required to have been filed by the Company  with the Commission pursuant to the reporting requirements of the Exchange Act, including all  material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after  the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed  with the Commission.     (vii) No Suspension of Trading in or Notice of Delisting of Common Stock.   Trading in the Common Stock shall not have been suspended by the Commission, the Principal  Market or the FINRA (except for any suspension of trading of limited duration agreed to by the  Company, which suspension shall be terminated prior to the applicable VWAP Purchase Date),  the Company shall not have received any final and non-appealable notice that the listing or  quotation of the Common Stock on the Principal Market shall be terminated on a date certain  (unless, prior to such date certain, the Common Stock is listed or quoted on any other Principal  Market), nor shall there have been imposed any suspension of, or restriction on, accepting  additional deposits of the Common Stock, electronic trading or book-entry services by DTC with  respect to the Common Stock that is continuing, the Company shall not have received any notice  from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the  Common Stock, electronic trading or book-entry services by DTC with respect to the Common  Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC  shall have notified the Company in writing that DTC has determined not to impose any such  suspension or restriction).     (viii) Certain Limitations. The issuance and sale of the Shares issuable pursuant   to the applicable VWAP Purchase Notice shall not (a) exceed the applicable VWAP Purchase  Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be  exceeded, or (c) cause the Exchange Cap (to the extent applicable under Section 3.3) to be  exceeded, unless in the case of this clause (c), unless the Company’s stockholders have  theretofore approved the issuance of Common Stock under this Agreement in excess of the  Exchange Cap in accordance with the applicable rules of the Principal Market.     (ix) Shares Authorized and Delivered. All of the Shares issuable pursuant to the   applicable VWAP Purchase Notice shall have been duly authorized by all necessary corporate  action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have  





 






        been received by the Investor as DWAC Shares under this Agreement prior to the applicable  VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase shall have  been delivered to the Investor as DWAC Shares in accordance with this Agreement.     (x) Bring-Down Opinions of Company Counsel, Bring-Down Comfort   Letters and Compliance Certificates. The Investor shall have received (a) all Bring-Down  Opinions from outside counsel to the Company for which the Company was obligated to instruct  its outside counsel to deliver to the Investor prior to the applicable VWAP Purchase Condition  Satisfaction Time for the applicable VWAP Purchase, (b) all Bring-Down comfort letters  provided by the Company’s auditors and delivered to the Investor prior to the applicable VWAP  Purchase Condition Satisfaction Time for the applicable VWAP Purchase and (c) all Compliance  Certificates from the Company that the Company was obligated to deliver to the Investor prior to  the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase,  in each case in accordance with Section 6.15.  (xi) Material Non-Public Information. Neither the Company nor, in the   Investor’s sole discretion, the Investor, shall be in possession of any material non-public  information concerning the Company.   (xii) Payment of Expenses. The Company shall be in compliance with its  obligations pursuant to Section 10.1(i) of this Agreement and invoices for reimbursement the  fees and disbursements of legal counsel to the Investor shall not be more than 30 days in arrears.   ARTICLE VIII   TERMINATION   Section 8.1. Automatic Termination. Unless earlier terminated as provided hereunder,  this Agreement shall terminate automatically on the earliest to occur of (i) the first day of the  month next following the 36-month anniversary of the Effective Date of the Initial Registration  Statement (it being hereby acknowledged and agreed that such term may be extended by the  parties hereto), (ii) the date on which the Investor shall have purchased the Total Commitment  worth of Shares pursuant to this Agreement, (iii) the date on which the Common Stock shall  have failed to be listed or quoted on the Principal Market or any other Principal Market, and (iv)  the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company  commences a voluntary case or any Person commences a proceeding against the Company, a  Custodian is appointed for the Company or for all or substantially all of its property, or the  Company makes a general assignment for the benefit of its creditors.   Section 8.2. Other Termination. Subject to Section 8.3, the Company may terminate  this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior  written notice to the Investor in accordance with Section 10.4; provided, however, that  prior to  issuing any press release, or making any public statement or announcement, with respect to such  termination, the Company shall consult with the Investor and its counsel on the form and  substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may  be terminated at any time by the mutual written consent of the parties, effective as of the date of  such mutual written consent unless otherwise provided in such written consent. Subject to  





 






        Section 8.3, the Investor shall have the right to terminate this Agreement effective upon three (3)  Trading Days’ prior written notice to the Company, which notice shall be made in accordance  with Section 10.4, if: (a) any condition, occurrence, state of facts or event constituting a Material  Adverse Effect has occurred and is continuing; (b) a Fundamental Transaction shall have  occurred; (c) the Company is in breach or default in any material respect of any of its covenants  and agreements the Registration Rights Agreement, and, if such breach or default is capable of  being cured, such breach or default is not cured within fifteen (15) Trading Days after notice of  such breach or default is delivered to the Company pursuant to Section 10.4 of this Agreement;  (d) while a Registration Statement, or any post-effective amendment thereto, is required to be  maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor  holds any Registrable Securities, the effectiveness of such Registration Statement, or any post- effective amendment thereto, lapses for any reason (including, without limitation, the issuance of  a stop order by the Commission) or such Registration Statement or any post-effective  amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto  otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities  included therein in accordance with the terms of the Registration Rights Agreement, and such  lapse or unavailability continues for a period of forty-five (45) consecutive Trading Days or for  more than an aggregate of ninety  (90) Trading Days in any three hundred and sixty-five (365)- day period, other than due to acts of the Investor; (e) trading in the Common Stock on the  Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the  Common Stock on such Principal Market) shall have been suspended and such suspension  continues for a period of five (5) consecutive Trading Days; or (f) the Company is in material  breach or default of any of its covenants and agreements contained in this Agreement, and, if  such breach or default is capable of being cured, such breach or default is not cured within  fifteen (15) Trading Days after notice of such breach or default is delivered to the Company  pursuant to Section 10.4 of this Agreement. Unless notification thereof is required elsewhere in  this Agreement (in which case such notification shall be provided in accordance with such other  provision), the Company shall promptly (but in no event later than twenty-four (24) hours) notify  the Investor (and, if required under applicable law, including, without limitation, Regulation FD  promulgated by the Commission, or under the applicable rules and regulations of the Principal  Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules  and regulations of such Principal Market), the Company shall publicly disclose such information  in accordance with Regulation FD and the applicable rules and regulations of the Principal  Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set  forth in the immediately preceding sentence.   Section 8.3. Effect of Termination. In the event of termination by the Company or the  Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall  forthwith be given to the other party as provided in Section 10.4 and the transactions  contemplated by this Agreement shall be terminated without further action by either party. If this  Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become  void and of no further force and effect, except that (i) the provisions of Article V  (Representations, Warranties and Covenants of the Company), Article IX (Indemnification),  Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and  effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any  Shares, the covenants and agreements of the Company contained in Article VI (Additional  Covenants) shall remain in full force and notwithstanding such termination for a period of thirty  





 






        (30) days following such termination. Notwithstanding anything in this Agreement to the  contrary, no termination of this Agreement by any party shall (i) become effective prior to the  second (2nd) Trading Day immediately following the date on which the purchase of Shares by  the Investor pursuant to any pending VWAP Purchase has been fully settled, including, without  limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor  pursuant to such pending VWAP Purchase as DWAC Shares on the applicable VWAP Purchase  Share Delivery Date therefor, and the delivery by the Investor to the Company of the aggregate  VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with  the settlement procedures set forth in Section 3.2 of this Agreement (it being hereby  acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change  or otherwise affect any of the Company’s or the Investor’s rights or obligations under the  Transaction Documents with respect to any pending VWAP Purchase that has not fully settled,  and that the parties shall fully perform their respective obligations with respect to any such  pending VWAP Purchase under the Transaction Documents), (ii) limit, alter, modify, change or  otherwise affect the Company’s or the Investor’s rights or obligations under the Registration  Rights Agreement, all of which shall survive any such termination, or (iii) affect any  Commitment Shares issued or issuable or the to the Investor pursuant to Section 10.1(ii), it being  hereby acknowledged and agreed that the entire amount of the Commitment Shares Fee shall be  fully earned by the Investor and shall be non-refundable as of the Closing Date, regardless of  whether any VWAP Purchases are made or settled hereunder or any subsequent termination of  this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the  Investor from any liability for any breach or default under this Agreement, the Registration  Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair  the rights of the Company and the Investor to compel specific performance by the other party of  its obligations under this Agreement, the Registration Rights Agreement or any of the other  Transaction Documents to which it is a party.   ARTICLE IX   INDEMNIFICATION   Section 9.1. Indemnification of Investor. In consideration of the Investor’s execution  and delivery of this Agreement and acquiring the Shares hereunder and in addition to all of the  Company’s other obligations under the Transaction Documents to which it is a party, subject to  the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor,  its affiliates, each of their respective directors, officers, shareholders, members, partners,  employees, representatives and agents (and any other Persons with a functionally equivalent role  of a Person holding such titles notwithstanding the lack of such title or any other title), each  Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act  or Section 20(a) of the Exchange Act), and the respective directors, officers, shareholders,  members, partners, employees, representatives and agents (and any other Persons with a  functionally equivalent role of a Person holding such titles notwithstanding the lack of such title  or any other title) of such controlling Persons (each, an “Investor Party”), from and against all  losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (including all  judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of  defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur  (a) as a result of, relating to or arising out of or based upon any untrue statement or alleged  





 






        untrue statement of a material fact contained in any Commission Document (or any amendment  thereto), or the omission or alleged omission therefrom of a material fact required to be stated  therein or necessary to make the statements therein not misleading, or arising out of any untrue  statement or alleged untrue statement of a material fact included in any Commission Document,  or the omission or alleged omission therefrom of a material fact necessary in order to make the  statements therein, in the light of the circumstances under which they were made, not  misleading; provided, however, that this indemnity in (a) shall not apply to any loss, liability,  claim, damage or expense to the extent arising out of an untrue statement or omission, or alleged  untrue statement or omission in a Commission Document, made in reliance upon and in  conformity with information furnished in writing to the Company by the Investor for the Investor  expressly for use in connection with the preparation of the Registration Statement, Prospectus or  Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby  acknowledged and agreed that the written information set forth on Exhibit C to the Registration  Rights Agreement is the only written information furnished to the Company by or on behalf of  the Investor expressly for use in any Registration Statement, Prospectus or Prospectus  Supplement), (b) to the extent of the aggregate amount paid in settlement of any litigation, or any  investigation or proceeding by any Governmental Authority, commenced or threatened, or of any  claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue  statement or omission; provided that any such settlement is effected with the written consent of  the Company, which consent shall not unreasonably be delayed, conditioned or withheld, (c) in  investigating, preparing or defending against any litigation, or any investigation or proceeding by  any Governmental Authority, commenced or threatened, or any claim whatsoever based upon  any such untrue statement or omission, or any such alleged untrue statement or omission  (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above,  (d) as a result of, relating to or arising out of any breach by the Company of its representations,  warranties, covenants or agreements under this Agreement, or (e) as a result of, relating to or  arising out of any other action, suit, claim or proceeding against an Investor Party arising out of  or otherwise in connection with the Transaction Documents (except solely to the extent in the  case of this subsection (e), to the extent any Damage is determined by a court of competent  jurisdiction, not subject to further appeal, to have resulted primarily and directly from the bad  faith or gross negligence, or willful misconduct of such Investor Party).   The Company shall reimburse any Investor Party promptly upon demand (with accompanying  presentation of documentary evidence) for all legal and other costs and expenses reasonably  incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding,  whether at law or in equity, to enforce compliance by the Company with any provision of the  Transaction Documents or (ii) any other any action, suit, claim or proceeding, whether at law or  in equity, with respect to which it is entitled to indemnification under this Section 9.1, provided  that the Investor shall promptly reimburse the Company for all such legal and other costs and  expenses to the extent a court of competent jurisdiction determines in a final judgment that any  Investor Party was not entitled to such reimbursement.  To the extent that the foregoing undertakings by the Company set forth in this Section 9.1 may  be unenforceable for any reason, the Company shall make the maximum contribution to the  payment and satisfaction of each of the Damages which is permissible under applicable law,  provided that in no event shall the Investor be obligated to contribute any amount in excess of  the fees it actually receives pursuant to this Agreement.  





 






        Section 9.2. Indemnification Procedures.   (a) Promptly after an Investor Party receives notice of a claim or the   commencement of an action for which the Investor Party intends to seek indemnification under  Section 9.1, the Investor Party will notify the Company in writing of the claim or  commencement of the action, suit or proceeding; provided, however, that failure to notify the  Company will not relieve the Company from liability under Section 9.1, unless and solely to the  extent it has been materially prejudiced by the failure to give such notice as evidenced by the  forfeiture of by the Company of substantive rights or defenses. The Company will be entitled to  participate in the defense of any claim, action, suit or proceeding as to which indemnification is  being sought, and if the Company acknowledges in writing the obligation to indemnify the  Investor Party against whom the claim or action is brought, the Company may (but will not be  required to) assume the defense against the claim, action, suit or proceeding with counsel  satisfactory to it. After the Company notifies the Investor Party that the Company wishes to  assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any  further legal or other expenses incurred by the Investor Party in connection with the defense  against the claim, action, suit or proceeding unless (1) the employment of counsel by the Investor  Party has been authorized in writing by the Company, (2) the Investor Party has reasonably  concluded (based on advice of counsel) that there may be legal defenses available to it or another  Investor Party that are different from or in addition to those available to the Company, (3) a  conflict or potential conflict exists (based on advice of counsel to the Investor Party) between an  Investor Party and the Company (in which case the Company will not have the right to direct the  defense of such action on behalf of the indemnified party) or (4) the Company has not in fact  employed counsel to assume the defense of such action or counsel reasonably satisfactory to the  indemnified party, in each case, within a reasonable time after receiving notice of the  commencement of the action; in each of which cases the reasonable fees, disbursements and  other charges of counsel will be at the expense of the Company. It is understood that the  Company shall not, in connection with any proceeding or related proceedings in the same  jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one  separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all  such similarly situated Investor Parties.  The Company will not be liable for any settlement of  any action effected without its prior written consent, which consent shall not be unreasonably  withheld, delayed or conditioned. The Company shall not, without the prior written consent of  each indemnified party, settle or compromise or consent to the entry of any judgment in any  pending or threatened claim, action or proceeding relating to the matters contemplated by this  section (whether or not any indemnified party is a party thereto), unless such settlement,  compromise or consent (1) includes an express and unconditional release of each indemnified  party, in form and substance reasonably satisfactory to such indemnified party, from all liability  arising out of such litigation, investigation, proceeding or claim and (2) does not include a  statement as to or an admission of fault, culpability or a failure to act by or on behalf of any  indemnified party.  (b) In order to provide for just and equitable contribution in circumstances in   which the indemnification provided for in the foregoing paragraphs of this Article IX for any  reason is held to be unavailable or insufficient to hold an Investor Party harmless, the Company  and the Investor Party will contribute to the total losses, claims, liabilities, expenses and damages  (including any investigative, legal and other expenses reasonably incurred in connection with,  





 






        and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to  which the Company and the Investor Party may be subject in such proportion as shall be  appropriate to reflect the relative benefits received by the Company on the one hand and the  Investor on the other hand.  The relative benefits received by the Company on the one hand and  the Investor Party on the other hand shall be deemed to be in the same proportion as the total net  proceeds from the aggregate of all VWAP Purchase Amounts (before deducting expenses)  received by the Company bear to the total compensation received by the Investor from the  Company pursuant to this Agreement.  If, but only if, the allocation provided by the foregoing  sentence is not permitted by applicable law, the allocation of contribution shall be made in such  proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing  sentence but also the relative fault of the Company, on the one hand, and the Investor Party, on  the other hand, with respect to the statements or omission that resulted in such loss, claim,  liability, expense or damage, or action in respect thereof, as well as any other relevant equitable  considerations with respect to such offering.  Such relative fault shall be determined by reference  to, among other things, whether the untrue or alleged untrue statement of a material fact or  omission or alleged omission to state a material fact relates to information supplied by the  Company or the Investor Party, the intent of the parties and their relative knowledge, access to  information and opportunity to correct or prevent such statement or omission.  The Company and  the Investor Party agree that it would not be just and equitable if contributions pursuant to this  Section 9.2(b) were to be determined by pro rata allocation or by any other method of allocation  that does not take into account the equitable considerations referred to herein.  The amount paid  or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or  action in respect thereof, referred to above in this Section 9.2(b) shall be deemed to include, for  the purpose of this Section 9.2(b), any legal or other expenses reasonably incurred by such  indemnified party in connection with investigating or defending any such action or claim to the  extent consistent with Section 9.2(a) hereof.  Notwithstanding the foregoing provisions of this  Section 9.2(b), the Investor shall not be required to contribute any amount in excess of the  commissions received by it under this Agreement and no person found guilty of fraudulent  misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to  contribution from any person who was not guilty of such fraudulent misrepresentation.  For  purposes of this Section 9.2(b), any person who controls a party to this Agreement within the  meaning of the Securities Act, any affiliates of the Investor Party and any officers, directors,  partners, employees or agents of the Investor Party or any of its affiliates, will have the same  rights to contribution as that party, and each director of the Company and each officer of the  Company who signed the Registration Statement will have the same rights to contribution as the  Company, subject in each case to the provisions hereof.  Any party entitled to contribution,  promptly after receipt of notice of commencement of any action against such party in respect of  which a claim for contribution may be made under this Section 9(b), will notify any such party or  parties from whom contribution may be sought, but the omission to so notify will not relieve that  party or parties from whom contribution may be sought from any other obligation it or they may  have under this Section 9(b) except to the extent that the failure to so notify such other party  materially prejudiced the substantive rights or defenses of the party from whom contribution is  sought.  No party will be liable for contribution with respect to any action or claim settled  without its written consent if such consent is required pursuant to Section 9.2(a) hereof.  The remedies provided for in this Article IX are not exclusive and shall not limit any rights or  remedies which may otherwise be available to any Investor Party at law or in equity.   





 






        ARTICLE X   MISCELLANEOUS   Section 10.1. Certain Fees and Expenses; Commencement Irrevocable Transfer  Agent Instructions.   (i) Certain Fees and Expenses. Each party shall bear its own fees and expenses   related to the transactions contemplated by this Agreement except that the Company will  reimburse the fees and disbursements of legal counsel to the Investor in an amount not to exceed  $75,000 in connection with the entry into this Agreement and $25,000 per fiscal quarter in  connection with the Investor’s ongoing due diligence and review of deliverables subject to  Section 6.15. The Company shall pay all U.S. federal, state and local stamp and other similar  transfer and other taxes and duties levied in connection with issuance of the Shares pursuant  hereto.   (ii) Commitment Shares. In consideration for the Investor’s execution and   delivery of this Agreement concurrently with the execution and delivery of this Agreement on  the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue  to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately  following the Closing Date, one or more certificate(s) or book-entry statement(s) representing  the Commitment Shares in the name of the Investor or its designee (in which case such designee  name shall have been provided to the Company prior to the Closing Date). Such certificate or  book-entry statement shall be delivered to the Investor by overnight courier at its address set  forth in Section 10.4. Upon issuance pursuant to this Section 10.1(ii), the Commitment Shares  shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the  Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate  or book-entry statement representing the Commitment Shares shall bear the restrictive legend set  forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute  Registrable Securities and shall be included in the Initial Registration Statement and any post- effective amendment thereto, and the Prospectus included therein, and, if necessary to register  the resale thereof by the Investor under the Securities Act, in any New Registration Statement  and any post-effective amendment thereto, and the Prospectus included therein, in each case in  accordance with this Agreement and the Registration Rights Agreement.  For the avoidance of  doubt, all of the Commitment Shares and the entire amount shall be fully earned by the Investor  and shall be non-refundable as of the Closing Date, regardless of whether any VWAP Purchases  are made or settled hereunder or any subsequent termination of this Agreement.   (iii) Legends. The certificate(s) or book-entry statement(s) representing the   Commitment Shares issued prior to the Effective Date of the Initial Registration Statement,  except as set forth below, shall bear a restrictive legend in substantially the following form (and  stop transfer instructions may be placed against transfer of the Commitment Shares):   THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN   REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR  APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED  FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT  





 






        FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR  APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF  COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED  UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.  Notwithstanding the foregoing and for the avoidance of doubt, all Shares to be   issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this  Agreement shall be issued to the Investor in accordance with Section 3.2 by crediting the  Investor’s or its designees’ account at DTC as DWAC Shares, and the Company shall not take  any action or give instructions to any transfer agent of the Company otherwise.  (iv) Irrevocable Transfer Agent Instructions; Notice of Effectiveness. On the   earlier of (a) the Commencement Date and (b) such time that the Investor shall request, provided  all conditions of Rule 144 are met, the Company shall, no later than one (1) Trading Day  following the delivery by the Investor to the Company or its transfer agent of one or more  legended certificates or book-entry statements representing the Commitment Shares issued to the  Investor pursuant to Section 10.1(ii) (which certificates or book-entry statements the Investor  shall promptly deliver on or prior to the first to occur of the events described in clauses (a) and  (b) of this sentence), cause the Company’s transfer agent to credit the Investor’s or its designee’s  account at DTC as DWAC Shares such number of shares of Common Stock equal to the number  of Commitment Shares issued to the Investor pursuant to Section 10.1(ii). The Company shall  take all actions to carry out the intent and accomplish the purposes of the immediately preceding  sentence, including, without limitation, delivering all such legal opinions, consents, certificates,  resolutions and instructions to its transfer agent, and any successor transfer agent of the  Company, as may be requested from time to time by the Investor or necessary or desirable to  carry out the intent and accomplish the purposes of the immediately preceding sentence. On the  Effective Date of the Initial Registration Statement and prior to Commencement, the Company  shall deliver or cause to be delivered to its Transfer Agent (and thereafter, shall deliver or cause  to be delivered to any subsequent transfer agent of the Company), (i) irrevocable instructions  executed by the Company and acknowledged in writing by the Company’s transfer agent (the  “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness  in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of  Effectiveness”) relating to the Initial Registration Statement executed by the Company’s outside  counsel, in each case directing the Transfer Agent to issue to the Investor or its designated  Broker-Dealer at which the account or accounts to be credited with Commitment Shares  and the  Shares being purchased by Investor are maintained any Registrable Securities included in the  Initial Registration Statement as DWAC Shares, if and when such Registrable Securities are  issued in accordance with this Agreement and the Registration Rights Agreement. With respect  to any post-effective amendment to the Initial Registration Statement, any New Registration  Statement or any post-effective amendment to any New Registration Statement, in each case  declared effective by the Commission after the Commencement Date, the Company shall deliver  or cause to be delivered to its Transfer Agent (and thereafter, shall deliver or cause to be  delivered to any subsequent transfer agent of the Company) (i) irrevocable instructions in the  form substantially similar to the Commencement Irrevocable Transfer Agent Instructions  executed by the Company and acknowledged in writing by the Transfer Agent and (ii) the Notice  of Effectiveness, in each case modified as necessary to refer to such Registration Statement or  





 






        post-effective amendment and the Registrable Securities included therein, to issue the  Registrable Securities included therein as DWAC Shares in accordance with the terms of this  Agreement and the Registration Rights Agreement. For the avoidance of doubt, all Shares and  Commitment Shares to be issued in respect of any VWAP Purchase Notice delivered to the  Investor pursuant to this Agreement shall be issued to the Investor in accordance with Section  3.2 by crediting the Investor’s account at DTC as DWAC Shares, and the Company shall not  take any action or give instructions to any transfer agent of the Company otherwise. The  Company represents and warrants to the Investor that, while this Agreement is effective, no  instruction other than those referred to in this Section 10.1(iii) will be given by the Company to  its Transfer Agent, or any successor transfer agent of the Company, with respect to the Shares  and the Commitment Shares from and after Commencement, and the Registrable Securities  covered by the Initial Registration Statement or any post-effective amendment thereof, or any  New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise  be freely transferable on the books and records of the Company and no stop transfer instructions  shall be maintained against the transfer thereof. The Company agrees that if the Company fails to  fully comply with the provisions of this Section 10.1(iii) within three (3) Trading Days after the  date on which the Investor has provided any deliverables that the Investor may be required to  provide to the Company or its Transfer Agent (if any), the Company shall, at the Investor’s  written instruction, purchase from the Investor all shares of Common Stock purchased or  acquired by the Investor pursuant to this Agreement that contain the restrictive legend referred to  in Section 10.1(iii) hereof or any similar restrictive legend or that have any stop transfer orders  maintained that prohibit or impede the transfer thereof in any respect at the greater of (i) the  purchase price paid by the Investor for such shares of Common Stock (as applicable) and (ii) the  Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.   Section 10.2. Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.   (i) The Company and the Investor acknowledge and agree that irreparable damage   would occur in the event that any of the provisions of this Agreement were not performed in  accordance with their specific terms or were otherwise breached. It is accordingly agreed that  either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the  provisions of this Agreement by the other party and to enforce specifically the terms and  provisions hereof (without the necessity of showing economic loss and without any bond or other  security being required), this being in addition to any other remedy to which either party may be  entitled by law or equity.   (ii) Each of the Company and the Investor (a) hereby irrevocably submits to the   jurisdiction of the U.S. District Court and other courts of the United States sitting in the State of  New York for the purposes of any suit, action or proceeding arising out of or relating to this  Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or  proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the  suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action  or proceeding is improper. Each of the Company and the Investor consents to process being  served in any such suit, action or proceeding by mailing a copy thereof to such party at the  address in effect for notices to it under this Agreement and agrees that such service shall  constitute good and sufficient service of process and notice thereof. Nothing in this Section 10.2  shall affect or limit any right to serve process in any other manner permitted by law.   





 






        (iii) EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY  HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR  INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES  RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES  THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD  NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER  AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE  ENTERED INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.   Section 10.3. Entire Agreement. The Transaction Documents set forth the entire  agreement and understanding of the parties with respect to the subject matter hereof and  supersedes all prior and contemporaneous agreements, negotiations and understandings between  the parties, both oral and written, with respect to such matters. There are no promises,  undertakings, representations or warranties by either party relative to subject matter hereof not  expressly set forth in the Transaction Documents. All exhibits to this Agreement are hereby  incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.   Section 10.4. Notices. Any notice, demand, request, waiver or other communication  required or permitted to be given hereunder shall be in writing and shall be effective (a) upon  hand delivery or electronic mail delivery at the address or number designated below (if delivered  on a business day during normal business hours where such notice is to be received), or the first  business day following such delivery (if delivered other than on a business day during normal  business hours where such notice is to be received) or (b) on the second business day following  the date of mailing by express courier service, fully prepaid, addressed to such address, or upon  actual receipt of such mailing, whichever shall first occur. The address for such communications  shall be:     If to the Company:    Wejo Group Limited  Canon’s Court, 22 Victoria Street Hamilton, Bermuda  Telephone Number: +44-8002-343065  Email: Mina.Bhama@wejo.com  Attention:   Mina Bhama  General Counsel and Corporate Secretary    With a copy (which shall not constitute notice) to:    Weil, Gotshal & Manges LLP  767 5th Avenue New York, NY 10153  Telephone Number: 212-310-8000  Email: corey.chivers@weil.com  





 






        Attention: CF Principal Investments LLC  If to the Investor:    CF Principal Investments LLC  499 Park Avenue  New York, NY 10022    and:    CF Principal Investments LLC 499 Park Avenue  New York, NY 10022  Attention: General Counsel  Facsimile: (212) 829-4708  Email: #lebal-IBD@cantor.com  With a copy (which shall not constitute notice) to:  King & Spalding LLP  1185 6th Avenue, Floor 34, New York, NY 10036  Telephone Number: 212-556-2100  Email: kmanz@kslaw.com     Either party hereto may from time to time change its address for notices by giving  at least five (5) days’ advance written notice of such changed address to the other party hereto.     





 






          Section 10.5. Waivers. No provision of this Agreement may be waived by the parties  from and after the date that is one (1) Trading Day immediately preceding the filing of the Initial  Registration Statement with the Commission. Subject to the immediately preceding sentence, no  provision of this Agreement may be waived other than in a written instrument signed by the  party against whom enforcement of such waiver is sought. No failure or delay in the exercise of  any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or  partial exercise of any such power, right or privilege preclude other or further exercises thereof  or of any other right, power or privilege.   Section 10.6. Amendments. No provision of this Agreement may be amended by the  parties from and after the date that is one (1) Trading Day immediately preceding the filing of  the Initial Registration Statement with the Commission. Subject to the immediately preceding  sentence, no provision of this Agreement may be amended other than by a written instrument  signed by both parties hereto.   Section 10.7. Headings. The article, section and subsection headings in this Agreement  are for convenience only and shall not constitute a part of this Agreement for any other purpose  and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly  indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,  neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and  words of like import shall be construed broadly as if followed by the words “without limitation.”  The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire  Agreement instead of just the provision in which they are found.   Section 10.8. Construction. The parties agree that each of them and their respective  counsel has reviewed and had an opportunity to revise the Transaction Documents and,  therefore, the normal rule of construction to the effect that any ambiguities are to be resolved  against the drafting party shall not be employed in the interpretation of the Transaction  Documents. In addition, each and every reference to share prices (including the Threshold Price)  and number of shares of Common Stock in any Transaction Document shall, in all cases, be  subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations,  reorganizations and other similar transactions that occur on or after the date of this Agreement.  Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency of the  United States of America. Any references to “Section” or “Article” in this Agreement shall,  unless otherwise expressly stated herein, refer to the applicable Section or Article of this  Agreement.   Section 10.9. Binding Effect. This Agreement shall be binding upon and inure to the  benefit of the parties hereto and their respective successors. Neither the Company nor the  Investor may assign this Agreement or any of their respective rights or obligations hereunder to  any Person.   Section 10.10. No Third-Party Beneficiaries. Except as expressly provided in Article  IX, this Agreement is intended only for the benefit of the parties hereto and their respective  successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other  Person.   





 






        Section 10.11. Governing Law. This Agreement shall be governed by and construed in  accordance with the internal procedural and substantive laws of the State of New York, without  giving effect to the choice of law provisions of such state that would cause the application of the  laws of any other jurisdiction.   Section 10.12. Survival. The representations, warranties, covenants and agreements of  the Company and the Investor contained in this Agreement shall survive the execution and  delivery hereof until the termination of this Agreement; provided, however, that (i) the  provisions of Article VIII (Termination), Article IX (Indemnification) and this Article X  (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such  termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements of  the Company and the Investor contained in Article VI (Additional Covenants), shall remain in  full force and effect notwithstanding such termination for a period of thirty (30) days following  such termination.   Section 10.13. Counterparts. This Agreement may be executed in two or more identical  counterparts, all of which shall be considered one and the same agreement and shall become  effective when counterparts have been signed by each party and delivered to the other party;  provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file,  including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,  www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall  be binding upon the signatory thereto with the same force and effect as if the signature were an  original signature.   Section 10.14. Publicity. The Company shall afford the Investor and its counsel with a  reasonable opportunity to review and comment upon, shall consult with the Investor and its  counsel on the form and substance of, and shall give due consideration to all such comments  from the Investor or its counsel on, any press release, Commission filing or any other public  disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder  or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to  the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall  not be required to submit for review any such disclosure (i) contained in periodic reports filed  with the Commission under the Exchange Act if it shall have previously provided the same  disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any  Prospectus Supplement if it contains disclosure that does not reference the Investor, its purchases  hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby.   Section 10.15. Severability. The provisions of this Agreement are severable and, in the  event that any court of competent jurisdiction shall determine that any one or more of the  provisions or part of the provisions contained in this Agreement shall, for any reason, be held to  be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability  shall not affect any other provision or part of a provision of this Agreement, and this Agreement  shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of  such provision, had never been contained herein, so that such provisions would be valid, legal  and enforceable to the maximum extent possible.   





 






        Section 10.16. Further Assurances. From and after the Closing Date, upon the request  of the Investor or the Company, each of the Company and the Investor shall execute and deliver  such instrument, documents and other writings as may be reasonably necessary or desirable to  confirm and carry out and to effectuate fully the intent and purposes of this Agreement.       





 






DocuSign Envelope ID: 07CAF3CE-E611-46E4-9B3E-0EEE6B042A25  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed by their respective authorized officer as of the date first above written.  Name: John Maxwell Title: Chief Financial Officer  CF Principal Investments LLC  By:  ------------- Name:  Title:  [Signature Page to Equity Line Agreement]  





 






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  e.""tecuted by their respective authorized officer as of the date first above written.  Wejo Group Limited  By:  Nam-e.: __________ _  Tide:  CF Ptincipal Innstments LLC  By.£:frk�E'11Ul)  Name:  Tide:  (SignalZO\' Pag" fO Equir)• Li,w .{gr""1t\'mi]  





 






    ANNEX I TO THE  COMMON STOCK PURCHASE AGREEMENT   DEFINITIONS   “Affiliate” means any Person that, directly or indirectly through one or more  intermediaries, controls, is controlled by, or is under common control with a Person, as such  terms are used in and construed under Rule 144.   "Average Price" means a price per Share (rounded to the nearest tenth of a cent) equal to  the quotient obtained by dividing (i) the aggregate gross purchase price paid by the Investor for  all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued  pursuant to this Agreement.  “Bankruptcy Law” means Title 11, U.S. Code, or any similar U.S. federal or state law for  the relief of debtors.   “Base Price” means a price per Share equal to the sum of (i) the Minimum Price and (ii)  $.1539 (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock  split, reverse stock split or other similar transaction that occurs on or after the date of this  Agreement).  “Bloomberg” means Bloomberg, L.P.    “Business Data” means all business information and data, including Personal  Information (whether of employees, contractors, consultants, customers, consumers, or other  persons and whether in electronic or any other form or medium) that is accessed, collected, used,  stored, shared, distributed, transferred, disclosed, destroyed, disposed of or otherwise processed  by any of the Business Systems or otherwise in the course of the conduct of the business of the  Company and its Subsidiaries.  “Business Systems” means all Software, computer hardware (whether general or special  purpose), electronic data processors, databases, communications, telecommunications, networks,  interfaces, platforms, servers, peripherals, and computer systems, including any outsourced  systems and processes, that are owned or used in the conduct of the business of the Company and  its Subsidiaries.  “Closing Date” means the date of this Agreement.   “Closing Sale Price” means, for the Common Stock as of any date, the last closing trade  price for the Common Stock on the Principal Market, as reported by Bloomberg, or, if the  Principal Market begins to operate on an extended hours basis and does not designate the closing  trade price for the Common Stock, then the last trade price for the Common Stock prior to 4:00  p.m., New York City time, as reported by Bloomberg. All such determinations shall be  appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations  or other similar transactions during such period.    “Commencement Irrevocable Transfer Agent Instructions” shall have the meaning  assigned to such term in Section 10.1(iv).   





 






    “Commission” means the U.S. Securities and Exchange Commission or any successor  entity.   “Commission Documents” shall mean (1) the Company’s registration statement on Form  S-4 initially filed with the Commission on July 16, 2021, including any related prospectus or  prospectuses, for the registration of the Common Stock to be issued pursuant to the agreement  and plan of merger by and among the and Virtuoso Acquisition Corp., on file with the  Commission at the time such registration statement became effective, including the financial  statements, schedules, exhibits and all other documents filed as a part thereof or incorporated  therein and all information deemed to be a part thereof as of the effective date of such  registration statement under the Securities Act (the “Company Form S-4 Registration  Statement”), (2) the Company’s registration statement on Form S-1 (File No. 333-261746)  initially filed with the Commission on December 17, 2021, including any related prospectus or  prospectuses (the “Company Form S-1 Registration Statement”), (3) the proxy  statement/prospectus, dated October 22, 2021, including all documents incorporated or deemed  incorporated therein by reference, included in the Registration Statement, as it may be  supplemented, in the form in which such proxy statement/prospectus has most recently been filed  with the Commission pursuant to Rule 424(b) under the Securities Act (the “Company Merger  Proxy Statement/Prospectus”), (4) the Company’s 10-Q, initially filed on November 26, 2021,  and the Company’s amended 10-Q/A, dated December 17, 2021, (5) all reports, schedules,  registrations, forms, statements, information and other documents filed with or furnished to the  Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act  since October 22, 2021, including, without limitation, the Current Report, (6) each Registration  Statement, as the same may be amended from time to time, the Prospectus contained therein and  each Prospectus Supplement thereto and (7) all information contained in such filings and all  documents and disclosures that have been and heretofore shall be incorporated by reference  therein.   “Commitment Shares” means 715,991 shares of duly authorized, validly issued, fully  paid and non-assessable shares of Common Stock which, concurrently with the execution and  delivery of this Agreement on the Closing Date, the Company has caused its transfer agent to  issue and deliver to the Investor not later than 4:00 p.m. (New York City time) on the Trading  Day immediately following the Closing Date.  “Common Stock Equivalents” means any securities of the Company or its Subsidiaries  which entitle the holder thereof to acquire at any time Common Stock, including, without  limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any  time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof  to receive, Common Stock.   “Contract” means any written or oral legally binding contract, agreement, understanding,  arrangement, subcontract, loan or credit agreement, note, bond, indenture, mortgage, purchase  order, deed of trust, lease, sublease, instrument, or other legally binding commitment, obligation  or undertaking.   “Custodian” shall mean any receiver, trustee, assignee, liquidator or similar official  under any Bankruptcy Law.   





 






    “DTC” means The Depository Trust Company, a subsidiary of The Depository Trust &  Clearing Corporation, or any successor thereto.   “DWAC Shares” means shares of Common Stock issued pursuant to this Agreement that  are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on  resale and without stop transfer instructions maintained against the transfer thereof and (iii)  timely credited by the Company to the Investor’s or its designated Broker-Dealer at which the  account or accounts to be credited with the Shares being purchased by Investor are maintained  specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST)  Program, or any similar program hereafter adopted by DTC performing substantially the same  function.   “EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval  System.   “Effective Date” means, with respect to the Initial Registration Statement filed pursuant  to Section 2(a) of the Registration Rights Agreement (or any post-effective amendment thereto)  or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights  Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial  Registration Statement (or any post-effective amendment thereto) or any New Registration  Statement (or any post-effective amendment thereto) is declared effective by the Commission.   “Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or  encumbrance, covenant, condition, restriction, easement, charge, right of first refusal or first  offer, or other restriction on title or transfer of any nature whatsoever.   “Environmental Law” means any statute, law, ordinance, regulation, rule or code  concerning or relating to: (i) the protection of the environment or natural resources or, as such  relates to exposure to Hazardous Materials, human health and safety (including workplace and  industrial hygiene); (ii) the presence, Release, generation, use, management, handling,  transportation, treatment, storage or disposal of Hazardous Materials; (iii) noise or odor  including, without limitation, in the United States, the Comprehensive Environmental Response,  Compensation, and Liability Act, 42 U.S.C. § 9601, et seq.; the Solid Waste Disposal Act, as  amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq.; the  Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Federal Water Pollution Control Act,  33 U.S.C. 1251, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 5101; the Safe  Drinking Water Act, 42 U.S.C. 300f, et seq.; as it relates to exposure to Hazardous Materials, the  Occupational Safety and Health Act, 29 U.S.C. 651, et seq.; the Emergency Planning and  Community Right to Know Act of 1986, 42 U.S.C. 11001, et seq.; the Atomic Energy Act, 42  U.S.C. 2014, et seq.; the Endangered Species Act, 16 U.S.C. 1531, et seq.; the Federal  Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136, et seq.; the Clean Air Act, 42 U.S.C.  7401, et seq.; and the state and local analogues of each of the foregoing federal statutes.   “Environmental Permit” means any Permit, approval, identification number, registration,  exemption or license required pursuant to any applicable Environmental Law.   





 






    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules  and regulations of the Commission thereunder.  “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity  incentive awards to employees, officers, directors or vendors of the Company pursuant to any  equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a  majority of the members of a committee of the Board of Directors established for such purpose,  (b) (1) any Shares issued to the Investor pursuant to this Agreement, (2) any securities issued  upon the exercise or exchange of or conversion of any shares of Common Stock or Common  Stock Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise  or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the  date of this Agreement, provided that such securities referred to in this clause (3) have not been  amended since the date of this Agreement to increase the number of such securities or to  decrease the exercise price, exchange price or conversion price of such securities, (c) securities  issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic  transactions approved by the Company’s Board of Directors or a majority of the members of a  committee of directors established for such purpose, which acquisitions, divestitures, licenses,  partnerships, collaborations or strategic transactions can have a Variable Rate Transaction  component, provided that any such issuance shall only be to a Person (or to the equity holders of  a Person) which is, itself or through its subsidiaries, an operating company or an asset in a  business synergistic with the business of the Company and shall provide to the Company  additional benefits in addition to the investment of funds, but shall not include a transaction in  which the Company is issuing securities primarily for the purpose of raising capital or to an  entity whose primary business is investing in securities, (d) Common Stock issued by the  Company to the Investor or an Affiliate of the Investor in connection with any “equity line of  credit” or other continuous offering or similar offering of Common Stock pursuant to a written  agreement between the Company and the Investor or an Affiliate of the Investor, whereby the  Company may sell Common Stock to the Investor or an Affiliate of the Investor at a future  determined price or (e) Common Stock issued by the Company by any method deemed to be an  “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, exclusively to or  through Cantor Fitzgerald & Co., as the Company’s sales agent, pursuant to one or more written  agreements between the Company and Cantor Fitzgerald & Co.   “FINRA” means the Financial Industry Regulatory Authority.   “Fundamental Transaction” means that (i) the Company shall, directly or indirectly, in  one or more related transactions, (1) consolidate or merge with or into (whether or not the  Company is the surviving corporation) another Person, with the result that the holders of the  Company’s capital stock immediately prior to such consolidation or merger together beneficially  own less than 50% of the outstanding voting power of the surviving or resulting corporation, or  (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of  the properties or assets of the Company to another Person, or (3) take action to facilitate a  purchase, tender or exchange offer by another Person that is accepted by the holders of more  than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock  held by the Person or Persons making or party to, or associated or affiliated with the Persons  making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share  purchase agreement or other business combination (including, without limitation, a  





 






    reorganization, recapitalization, spin-off or scheme of arrangement) with another Person  whereby such other Person acquires more than 50% of the outstanding shares of Common Stock  (not including any shares of Common Stock held by the other Person or other Persons making or  party to, or associated or affiliated with the other Persons making or party to, such stock or share  purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify  its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of  Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as  defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate  ordinary voting power represented by issued and outstanding Common Stock.   “Governmental Authority” means (i) any federal, provincial, state, local, municipal,  national or international government or governmental authority, regulatory or administrative  agency, governmental commission, department, board, bureau, agency or instrumentality, court,  tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or  (iii) any political subdivision of any of the foregoing.  “Hazardous Material” means any substance, material, or other matter regulated as toxic  or hazardous, or as a contaminant or for which standards are imposed, by any governmental  authority because of its deleterious impact on the environment including but not limited to  petroleum and petroleum byproduct and distillates, asbestos and asbestos-containing materials,  urea formaldehyde, polychlorinated biphenyls, mold, radon gas, radioactive substances, and  poly- and perfluoroalkyl substances.   “Initial Registration Statement” shall have the meaning assigned to such term in the  Registration Rights Agreement.   “Investment Period” means the period commencing on the Effective Date of the Initial  Registration Statement and expiring on the date this Agreement is terminated pursuant to Article  VIII.    “Knowledge” means the actual knowledge of the Company’s Chief Executive Officer,  the Company’s President, and the Company’s Chief Financial Officer, in each case after  reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries  who would reasonably be expected to have knowledge or information with respect to the matter  in question.   “Material Contracts” means any other Contract that is expressly referred to in or filed or  incorporated by reference as an exhibit to a Commission Document or that, individually or in the  aggregate, if terminated or subject to default by a party thereto, would have or would reasonably  be expected to have a Material Adverse Effect.   “New Registration Statement” shall have the meaning assigned to such term in the  Registration Rights Agreement.   “Post-Effective Amendment Period” means the period commencing at 9:30 a.m., New  York City time, on the fifth (5th) Trading Day immediately prior to the filing of any post- effective amendment to the Initial Registration Statement or any New Registration Statement,  





 






    and ending at 9:30 a.m., New York City time, on the Trading Day immediately following, the  Effective Date of such post-effective amendment.   “Person” means any person or entity, whether a natural person, trustee, corporation,  partnership, limited partnership, limited liability company, trust, unincorporated organization,  business association, firm, joint venture, governmental agency or authority.  “Personal Information” means (a) information related to an identified or identifiable  individual (e.g., name, address telephone number, email address, financial account number,  government-issued identifier), (b) any other data used or intended to be used or which allows one  to identify, contact, or precisely locate an individual, including any internet protocol address or  other persistent identifier, and (c) any other, similar information or data regulated by  Privacy/Data Security Laws.  “Principal Market” means the Nasdaq Capital Market; provided however, that in the  event the Company’s Common Stock is ever listed or traded on the New York Stock Exchange,  the NYSE American, the Nasdaq Global Select Market, or the Nasdaq Global Market, then the  “Principal Market” shall mean such other market or exchange on which the Company’s Common  Stock is then listed or traded.   “Privacy/Data Security Laws” means all laws governing the receipt, collection, use,  storage, processing, sharing, security, disclosure, or transfer of Personal Information or the  security of the Business Systems or Business Data.  “Prospectus” means the prospectus in the form included in a Registration Statement, as  supplemented from time to time by any Prospectus Supplement, including the documents  incorporated by reference therein.   “Prospectus Supplement” means any prospectus supplement to the Prospectus filed with  the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including  the documents incorporated by reference therein.   “Registrable Securities” shall have the meaning assigned to such term in the Registration  Rights Agreement.   “Registration Statement” shall have the meaning assigned to such term in the  Registration Rights Agreement.   “Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring,  leaching, dumping, emitting, escaping or emptying into or upon, from, or migrating through of  Hazardous Materials, within or into, the air or any soil, sediment, subsurface strata, surface water  or groundwater, natural resources or structure.   “Remedial Action” means any action required to investigate, clean up, remove or  remediate, or conduct remedial, responsive, monitoring or corrective actions with respect to, any  presence or Release of Hazardous Materials.    





 






    “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities  Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter  adopted by the Commission having substantially the same effect.   “Sale Price” means any trade price for the shares of Common Stock on the Principal  Market during normal trading hours, as reported by the Principal Market.  “Section 4(a)(2)” shall have the meaning assigned to such term in the recitals of this  Agreement.   “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and  regulations of the Commission thereunder.   “Shares” shall mean the shares of Common Stock that are and/or may be purchased by  the Investor under this Agreement pursuant to one or more VWAP Purchase Notices.   “Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under  Regulation SHO under the Exchange Act.   “Software” means all computer software (in object code or source code format), data and  databases, and related documentation and materials.  “Subsidiary” shall mean any corporation or other entity, other than Support.com, Inc., of  which at least a majority of the securities or other ownership interest having ordinary voting  power for the election of directors or other persons performing similar functions are at the time  owned directly or indirectly by the Company and/or any of its other Subsidiaries.   “Threshold Price” means with respect to any particular VWAP Purchase Notice, the Sale  Price on the VWAP Purchase Date equal to the greater of (i) 90% of the Closing Sale Price on  the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as  set forth by the Company in the VWAP Purchase Notice.   “Total Commitment” shall have the meaning assigned to such term in Section 2.1.   “Trading Day” shall mean any day on which the Principal Market or, if the Common  Stock is then listed on a Principal Market, such Principal Market is open for trading (regular  way), including any day on which the Principal Market (or such Principal Market, as applicable)  is open for trading (regular way) for a period of time less than the customary time.   “Transaction Documents” means, collectively, this Agreement (as qualified by the  Commission Documents) and the exhibits hereto, the Registration Rights Agreement and the  exhibits thereto, and each of the other agreements, documents, certificates and instruments  entered into or furnished by the parties hereto in connection with the transactions contemplated  hereby and thereby.   “Variable Rate Transaction” means a transaction in which the Company (i) issues or  sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or  include the right to receive additional shares of Common Stock or Common Stock Equivalents  





 






    either at a conversion price, exercise price, exchange rate or other price that is based upon and/or  varies with the trading prices of or quotations for the Common Stock at any time after the initial  issuance of such equity or debt securities, or (ii) issues or sells any equity or debt securities,  including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price  that is subject to being reset at some future date after the initial issuance of such debt or equity  security or upon the occurrence of specified or contingent events directly or indirectly related to  the business of the Company or the market for the Common Stock (other than standard anti- dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or  other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy- back, price-reset or other similar provision or mechanism (including, without limitation, a  “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”) that  provides for the issuance of additional equity securities of the Company or the payment of cash  by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line  of credit” or “at the market offering” or other continuous offering or similar offering of Common  Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or  Common Stock Equivalents at a future determined price.   “VWAP” means, for the Common Stock for a specified period, the dollar volume- weighted average price for the Common Stock on the Principal Market (or, if the Common Stock  is then listed on a Principal Market, on such Principal Market), for such period, as reported by  Bloomberg through its “AQR” function. All such determinations shall be appropriately adjusted  for any stock dividend, stock split, stock combination, recapitalization or other similar  transaction during such period.    “VWAP Purchase Commencement Time” means, with respect to a VWAP Purchase  made pursuant to Section 3.1, 9:30:01 a.m., New York City time, on the applicable VWAP  Purchase Date, or such later time on such VWAP Purchase Date publicly announced by the  Principal Market (or, if the Common Stock is then listed on an Principal Market, by such  Principal Market) as the official open (or commencement) of trading (regular way) on the  Principal Market (or such Principal Market, as applicable) on such VWAP Purchase Date.   “VWAP Purchase Date” means, with respect to a VWAP Purchase made pursuant to  Section 3.1, the Trading Day on which the Investor receives, after 6:00 a.m., New York City  time, but prior to 9:00 a.m., New York City time, on such Trading Day, a valid VWAP Purchase  Notice for such VWAP Purchase in accordance with this Agreement.   “VWAP Purchase Maximum Amount” means, with respect to a VWAP Purchase made  pursuant to Section 3.1, a number of shares of Common Stock equal to the lesser of (i) a number  of shares of Common Stock which, when aggregated with all other shares of Common Stock  then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d)  of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial  ownership by the Investor of more than the Beneficial Ownership Limitation and (ii) a number of  Shares equal to (A) the VWAP Purchase Share Percentage multiplied by (B) the total number (or  volume) of shares of Common Stock traded on the Principal Market (or, if the Common Stock is  then listed on an Principal Market, on such Principal Market) during the applicable VWAP  Purchase Period on the applicable VWAP Purchase Date for such VWAP Purchase and (iii) the  VWAP Purchase Share Estimate.   





 






    “VWAP Purchase Notice” means, with respect to a VWAP Purchase made pursuant to  Section 3.1, an irrevocable written notice delivered by the Company to the Investor directing the  Investor to purchase a VWAP Purchase Share Amount (such specified VWAP Purchase Share  Amount subject to adjustment as set forth in Section 3.1 as necessary to give effect to the VWAP  Purchase Maximum Amount), at the applicable VWAP Purchase Price therefor on the applicable  VWAP Purchase Date for such VWAP Purchase in accordance with this Agreement.   “VWAP Purchase Period” means, with respect to a VWAP Purchase made pursuant to  Section 3.1, the period on the applicable VWAP Purchase Date for such VWAP Purchase  beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable  VWAP Purchase Termination Time.   “VWAP Purchase Price” means the purchase price per Share to be purchased by the  Investor in such VWAP Purchase on such VWAP Purchase Date equal to ninety-six and one-half  percent (96.5%)] of the VWAP over the applicable VWAP Purchase Period on such VWAP  Purchase Date for such VWAP Purchase, to be appropriately adjusted for any reorganization,  recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.   “VWAP Purchase Share Amount” means, with respect to a VWAP Purchase made  pursuant to Section 3.1, the number of Shares to be purchased by the Investor in such VWAP  Purchase as specified by the Company in the applicable VWAP Purchase Notice, which number  of Shares shall not exceed the applicable VWAP Purchase Maximum Amount.  “VWAP Purchase Share Estimate” means the number of shares of Common Stock  constituting a good faith estimate by the Company of the number of Shares that the Investor shall  have the obligation to buy pursuant to the VWAP Purchase Notice.   “VWAP Purchase Share Percentage” means, with respect to a VWAP Purchase made  pursuant to Section 3.1, twenty percent (20%).   “VWAP Purchase Termination Time” means, with respect to a VWAP Purchase made  pursuant to Section 3.1, 4:00 p.m., New York City time, on the applicable VWAP Purchase Date,  or such earlier time publicly announced by the Principal Market (or, if the Common Stock is then  listed on a Principal Market, by such Principal Market) as the official close of trading (regular  way) on the Principal Market on such applicable VWAP Purchase Date.      





 






    EXHIBIT A  FORM OF REGISTRATION RIGHTS AGREEMENT     [TO BE FURNISHED SEPARATELY]      





 






    EXHIBIT B  CLOSING CERTIFICATE   [•], 202[•]   The undersigned, the [•] of Wejo Group Limited, an exempted company limited by shares  incorporated under the laws of Bermuda (the “Company”), delivers this certificate in connection  with the Common Stock Purchase Agreement, dated as of [•] (the “Agreement”), by and between  the Company and CF Principal Investments LLC, a Delaware limited liability company (the  “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without  definition have the meanings assigned to them in the Agreement):   1. Attached hereto as Exhibit A is a true, complete and correct copy of the Amended and  Restated Certificate of Incorporation of the Company, as amended through the date hereof, as  filed with the Registrar of Companies of Bermuda (the “Certificate of Incorporation”). The  Certificate of Incorporation of the Company has not been further amended or restated, and no  document with respect to any amendment to the Certificate of Incorporation of the Company has  been filed in the office of the Registrar of Companies of Bermuda since the date shown on the  face of the state certification relating to the Certificate of Incorporation, which is in full force and  effect on the date hereof, and no action has been taken by the Company in contemplation of any  such amendment or the dissolution, merger or consolidation of the Company.   2. Attached hereto as Exhibit B is a true and complete copy of the Amended and Restated  Bylaws of the Company, as amended and restated through, and as in full force and effect on, the  date hereof (the “Bye-laws”), and no proposal for any amendment, repeal or other modification  to the Bylaws of the Company has been taken or is currently pending before the Board of  Directors or stockholders of the Company.   3. The Board of Directors of the Company has approved the transactions contemplated by the  Transaction Documents; said approval has not been amended, rescinded or modified and remains  in full force and effect as of the date hereof. Attached hereto as Exhibit C are true, correct and  complete copies of the resolutions approving the Agreement duly adopted by the Board of  Directors of the Company on [•], 202[•].   4. Each person who, as an officer of the Company, or as attorney-in-fact of an officer of the  Company, signed the Transaction Documents to which the Company is a party, was duly elected,  qualified and acting as such officer or duly appointed and acting as such attorney-in-fact, and the  signature of each such person appearing on any such document is his genuine signature.   IN WITNESS WHEREOF, I have signed my name as of the date first above written.        Name:  Title:    





 






    EXHIBIT C     COMPLIANCE CERTIFICATE   The undersigned, the [•] of Wejo Group Limited, an exempted company limited by shares  incorporated under the laws of Bermuda (the “Company”), delivers this certificate in connection  with the Common Stock Purchase Agreement, dated as of [•] (the “Agreement”), by and between  the Company and CF Principal Investments LLC, a Delaware limited liability company (the  “Investor”), and hereby certifies on the date hereof that, to the best of his or her knowledge after  reasonable investigation, on behalf of the Company (capitalized terms used herein without  definition have the meanings assigned to them in the Agreement):   1. The undersigned is the duly appointed [•] of the Company.   2. Except as set forth in the Commission Documents, the representations and warranties of the  Company set forth in Article V of the Agreement (i) that are not qualified by “materiality” or  “Material Adverse Effect” are true and correct in all material respects as of [the Commencement  Date] [the date hereof] with the same force and effect as if made on [the Commencement Date]  [the date hereof], except to the extent such representations and warranties are as of another date,  in which case, such representations and warranties are true and correct in all material respects as  of such other date and (ii) that are qualified by “materiality” or “Material Adverse Effect” are  true and correct as of [the Commencement Date] [the date hereof] with the same force and effect  as if made on [the Commencement Date] [the date hereof], except to the extent such  representations and warranties are as of another date, in which case, such representations and  warranties are true and correct as of such other date.   3. The Company has performed, satisfied and complied in all material respects with all  covenants, agreements and conditions required by the Agreement and the Registration Rights  Agreement to be performed, satisfied or complied with by the Company [at or prior to  Commencement] [on or prior to the date hereof].   4. The Shares issuable in respect of each VWAP Purchase Notice effected pursuant to the  Agreement shall be delivered to the Investor electronically as DWAC Shares, and shall be freely  tradable and transferable and without restriction on resale and without any stop transfer  instructions maintained against such Shares.   5. As of [the Commencement Date] [the date hereof], the Company does not possess any  material non-public information.   6. As of [the Commencement Date] [the date hereof], the Company has reserved out of its  authorized and unissued Common Stock [•] shares of Common Stock solely for the purpose of  effecting VWAP Purchases under the Agreement.   7. No stop order suspending the effectiveness of the Registration Statement or the use of the  Prospectus under the Securities Act has been issued and no proceedings for such purpose or  pursuant to Section 8A of the Securities Act are pending before or, to the knowledge of the  Company, threatened by the Commission.     





 






    The undersigned has executed this Certificate this [•] day of [•], 202[•].       By:       Name:          Title:          





 






    EXHIBIT D  FORM OF VWAP PURCHASE NOTICE    From:   [Company Name]  To:   CF Principal Investments LLC   Attention:  Chief Operating Officer  Copy to: CFControlledEquityOffering@cantor.com    Subject:   VWAP Purchase Notice    Date:  [•], 202[•]  Time:  [•]    Ladies and Gentlemen:  Pursuant to the terms and subject to the conditions contained in the Common Stock Purchase  Agreement (the “Agreement”) between Wejo Group Limited, an exempted company limited by  shares incorporated under the laws of Bermuda (the “Company”), and CF Principal Investments  LLC (the “Investor”), dated [•], 2022, the Company hereby directs the Investor to purchase a  VWAP Purchase Share Estimate equal to [•] shares of the Company’s common stock, par value  $0.001 per share, which the Company represents is no greater than the VWAP Purchase  Maximum Amount (as defined in the Agreement), at the relevant VWAP Purchase Price (as  defined in the Agreement). The Company represents that all conditions set forth in Section 7.3 of  the Agreement have been satisfied.    Wejo Group Limited      By:      Name:    Title:            CF Principal Investments LLC      By:      Name:    Title: